IMPORTANT NOTICE NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached information memorandum. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached information memorandum. In accessing the attached information memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: In order to be eligible to view the attached information memorandum or make an investment decision with respect to the securities, investors must not be a U.S. person (as defined in Regulation S under the Securities Act of 1933 of the United States, as amended (the “Securities Act”)). The attached information memorandum is being sent at your request and by accepting the e-mail and accessing the attached information memorandum, you shall be deemed to have represented to us (1) that you are not resident in the United States nor a U.S. person (as defined in Regulation S under the Securities Act) nor are you acting on behalf of a U.S. person (as defined in Regulation S under the Securities Act), the electronic mail address that you gave and to which this e-mail has been delivered is not located in the United States and, to the extent you purchase the securities described in the attached information memorandum, you will be doing so pursuant to Regulation S under the Securities Act, and (2) that you consent to delivery of the attached information memorandum and any amendments or supplements thereto by electronic transmission. By accepting this e-mail and accessing the attached information memorandum, if you are an investor in Singapore, you (A) represent and warrant that you are either an institutional investor as defined under Section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), a relevant person as defined under Section 275(2) of the SFA or a person to whom an offer, as referred to in Section 275(1A) of the SFA, is being made and (B) agree to be bound by the limitations and restrictions described herein. The attached document has been made available to you in electronic form. You are reminded that documents or information transmitted via this medium may be altered or changed during the process of transmission and consequently none of PT Duta Anggada Realty Tbk or Credit Suisse (Singapore) Limited or any person who controls any of them nor any of their respective directors, officers, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. Restrictions: The attached document is being furnished in connection with an offering of securities exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described therein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of PT Duta Anggada Realty Tbk or Credit Suisse (Singapore) Limited to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S under the Securities Act). The attached information memorandum or any materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the dealers or any affiliate of the dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the dealers or such affiliate on behalf of PT Duta Anggada Realty Tbk in such jurisdiction. The attached information memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. You are reminded that you have accessed the attached information memorandum on the basis that you are a person into whose possession this information memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. YOU ARE NOT AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED INFORMATION MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH INFORMATION MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED INFORMATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting against viruses and other destructive items. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
PT DUTA ANGGADA REALTY TBK INFORMATION MEMORANDUM DATED 26 MARCH 2015
PT DUTA ANGGADA REALTY TBK (established as a limited liability company in the Republic of Indonesia) S$160,000,000 Multicurrency Medium Term Note Programme (the “MTN Programme”) This Information Memorandum has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Information Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of notes (the “Notes”) to be issued from time to time by PT Duta Anggada Realty Tbk (the “Issuer”) pursuant to the MTN Programme may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six (6) months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (1)
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of such corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in the case of such trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA;
(2)
where no consideration is or will be given for the transfer;
(3)
where the transfer is by operation of law;
(4)
as specified in Section 276(7) of the SFA; or
(5)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to deal in and the quotation for any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission to the Official List of the SGX-ST and quotation of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuer, its subsidiaries, its associated companies (if any), the MTN Programme or such Notes. Potential investors should pay attention to the risk factors and considerations set out in the section “Risk Factors”.
Sole Arranger
TABLE OF CONTENTS Page NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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CORPORATE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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SUMMARY OF THE MTN PROGRAMME. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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BUSINESS OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141 PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144 INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145 EXCHANGE RATES AND EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171 SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 174 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177 DESCRIPTION OF MATERIAL INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180 REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181 PURPOSE OF THE MTN PROGRAMME AND USE OF PROCEEDS . . . . . . . . . . . . . . . . 190 CLEARING AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191 TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193 SUBSCRIPTION, PURCHASE AND DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205 APPENDIX I
GENERAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 209
APPENDIX II
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF PT DUTA ANGGADA REALTY TBK AND ITS SUBSIDIARIES AS OF 31 DECEMBER 2012, 2013 AND 2014, AND FOR THE YEARS THEN ENDED, WITH THE RELATED AUDIT REPORT . . . . . . . . . . . . . 211
APPENDIX III
PROPERTY VALUATION SUMMARY REPORT. . . . . . . . . . . . . . . . . . . . 324
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NOTICE Credit Suisse (Singapore) Limited (the “Arranger”) has been authorised by PT Duta Anggada Realty Tbk (the “Issuer”) to arrange the S$160,000,000 Multicurrency Medium Term Note Programme (the “MTN Programme”) described herein. Under the MTN Programme, the Issuer may, subject to compliance with all relevant laws, regulations and directives, from time to time issue notes (the “Notes”) denominated in Singapore dollars and/or any other currencies. This Information Memorandum contains information with regard to the Issuer, the Group, the Issuer’s associated companies (if any), the MTN Programme and the Notes. The Issuer confirms that this Information Memorandum contains all information with regard to the Issuer and the Group and to the Notes which is material in the context of the MTN Programme and the issue and offering of the Notes, that the information contained herein is true and accurate in all material respects, that the opinions, expectations and intentions of the Issuer expressed in this Information Memorandum have been carefully considered, are based on all relevant considerations and facts existing at the date of its issue and are fairly, reasonably and honestly held by the Issuer and that there are no other facts the omission of which in the context of the MTN Programme and the issue and offering of the Notes would make any such information or expression misleading in any material respect. The following documents published or issued from time to time after the date hereof shall be deemed to be incorporated by reference in, and to form part of, this Information Memorandum: (1) any annual reports and/or audited consolidated accounts and/or unaudited consolidated interim financial statements of the Issuer and its subsidiaries and associated companies (if any), and (2) any supplement or amendment to this Information Memorandum issued by the Issuer. This Information Memorandum is to be read in conjunction with (a) all such documents which are incorporated by reference herein and (b) with respect to any series or tranche of Notes, any Pricing Supplement (as defined herein) in respect of such series or tranche. Any statement contained in this Information Memorandum or in a document deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in this Information Memorandum or in such subsequent document that is also deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Information Memorandum. Copies of all documents deemed incorporated by reference herein are available for inspection at the specified office of the Principal Paying Agent (as defined herein) or, as the case may be, the Non-CDP Paying Agent (as defined herein). Notes may be issued in series having one or more issue dates and the same maturity date, and on identical terms (including as to listing) except (in the case of Notes other than variable rate notes (as described under “Summary of the MTN Programme”)) for the issue dates, issue prices and/or the dates of the first payment of interest, or (in the case of variable rate notes) for the issue prices and rates of interest. Each series may be issued in one or more tranches on the same or different issue dates. The Notes will be issued in bearer form and may be listed on a stock exchange. Each series or tranche of Notes will initially be represented by a Temporary Global Note (as defined herein), a Permanent Global Note (as defined herein) which will be deposited on the relevant issue date with either CDP (as defined herein) or a common depositary on behalf of Euroclear (as defined herein) and Clearstream, Luxembourg (as defined herein) or otherwise delivered as agreed between the Issuer and the relevant Dealer(s) (as defined herein). Subject to compliance with all relevant laws, regulations and directives, the Notes may have maturities of such tenor as may be agreed between the Issuer and the relevant Dealer(s) and may be subject to redemption or purchase in whole or in part.
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The Notes will bear interest at a fixed, floating, variable or hybrid rate or may not bear interest or may be such other notes as may be agreed between the Issuer and the relevant Dealer(s). The Notes will be repayable at par, at a specified amount above or below par or at an amount determined by reference to a formula, in each case with terms as specified in the Pricing Supplement issued in relation to each series or tranche of Notes. Details applicable to each series or tranche of Notes will be specified in the applicable Pricing Supplement which is to be read in conjunction with this Information Memorandum. The maximum aggregate principal amount of the Notes to be issued, when added to the aggregate principal amount of all Notes outstanding (as defined in the Trust Deed referred to herein) shall be S$160,000,000 (or its equivalent in any other currencies) or such higher amount as may be increased pursuant to the terms of the Programme Agreement (as defined herein). No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arranger, any of the Dealers, the Trustee (as defined herein) or any of the Agents (as defined herein). Save as expressly stated in this Information Memorandum, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Issuer or any of its subsidiaries or associated companies (if any). Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the MTN Programme may be used for the purpose of, and does not constitute an offer of, or solicitation or invitation by or on behalf of the Issuer, the Arranger, any of the Dealers, the Trustee or any of the Agents to subscribe for or purchase, the Notes in any jurisdiction or under any circumstances in which such offer, solicitation or invitation is unlawful or not authorised, or to any person to whom it is unlawful to make such offer, solicitation or invitation. The distribution and publication of this Information Memorandum or any such other document or information and the offer of the Notes in certain jurisdictions may be restricted by law. Persons who distribute or publish this Information Memorandum or any such other document or information or into whose possession this Information Memorandum or any such other document or information comes are required to inform themselves about and to observe any such restrictions and all applicable laws, orders, rules and regulations. The Notes have not been, and will not be, registered under the Securities Act (as defined herein) or with any securities regulatory authority of any state or other jurisdiction of the U.S. and are subject to U.S. tax law requirements and restrictions. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of 1986), as amended, and regulations thereunder. Neither this Information Memorandum nor any other document nor information (or any part thereof) delivered or supplied under or in relation to the MTN Programme shall be deemed to constitute an offer of, or an invitation by or on behalf of the Issuer, the Arranger, any of the Dealers, the Trustee or any of the Agents to subscribe for or purchase, any of the Notes. This Information Memorandum and any other documents or materials in relation to the issue, offering or sale of the Notes have been prepared solely for the purpose of the initial sale by the relevant Dealer(s) of the Notes from time to time to be issued pursuant to the MTN Programme. This Information Memorandum and such other documents or materials are made available to the recipients thereof solely on the basis that they are persons falling within the ambit of Section 274 and/or Section 275 of the SFA (as defined herein) and may not be relied
2
upon by any person other than persons to whom the Notes are sold or with whom they are placed by the relevant Dealer(s) as aforesaid or for any other purpose. Recipients of this Information Memorandum shall not reissue, circulate or distribute this Information Memorandum or any part thereof in any manner whatsoever. Neither the delivery of this Information Memorandum (or any part thereof) or the issue, offering, purchase or sale of the Notes shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no change in the prospects, results of operations or general affairs of the Issuer or any of its subsidiaries or associated companies (if any) or in the information herein since the date hereof or the date on which this Information Memorandum has been most recently amended or supplemented. The Arranger, the Dealers, the Trustee and the Agents have not separately verified the information contained in this Information Memorandum. None of the Arranger, any of the Dealers, the Trustee or any of the Agents or any of their respective officers or employees is making any representation or warranty expressed or implied as to the merits of the Notes or the subscription for, purchase or acquisition thereof, the creditworthiness or financial condition or otherwise of the Issuer or its subsidiaries or associated companies (if any). Further, none of the Arranger, the Dealers, the Trustee or any of the Agents gives any representation or warranty as to the Issuer, any of its subsidiaries or associated companies (if any) or as to the accuracy, reliability or completeness of the information set out herein (including the legal and regulatory requirements pertaining to Sections 274, 275 and 276 or any other provisions of the SFA) and the documents which are incorporated by reference in, and form part of, this Information Memorandum. Neither this Information Memorandum nor any other document or information (or any part thereof) delivered or supplied under or in relation to the MTN Programme or the issue of the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Arranger, any of the Dealers, the Trustee or any of the Agents that any recipient of this Information Memorandum or such other document or information (or such part thereof) should subscribe for or purchase any of the Notes. A prospective purchaser shall make its own assessment of the foregoing and other relevant matters including the financial condition and affairs and the creditworthiness of the Issuer, any of its subsidiaries and associated companies (if any), and obtain its own independent legal or other advice thereon, and its investment shall be deemed to be based on its own independent investigation of the financial condition and affairs and its appraisal of the creditworthiness of the Issuer, any of its subsidiaries and associated companies (if any). Accordingly, notwithstanding anything herein, none of the Arranger, any of the Dealers, the Trustee or any of the Agents or any of their respective officers, employees or agents shall be held responsible for any loss or damage suffered or incurred by the recipients of this Information Memorandum or such other document or information (or such part thereof) as a result of or arising from anything expressly or implicitly contained in or referred to in this Information Memorandum or such other document or information (or such part thereof) and the same shall not constitute a ground for rescission of any purchase or acquisition of any of the Notes by a recipient of this Information Memorandum or such other document or information (or such part thereof). To the fullest extent permitted by law, none of the Arranger, the Dealers, the Trustee or any of the Agents accepts any responsibility for the contents of this Information Memorandum or for any other statement made or purported to be made by the Arranger, any of the Dealers, the Trustee or any of the Agents or on its behalf in connection with the Issuer or the issue and offering of the Notes. Each of the Arranger, the Dealers, the Trustee and each Agent accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Information Memorandum or any such statement.
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Any subscription for, purchase or acquisition of the Notes is in all respects conditional on the satisfaction of certain conditions set out in the Programme Agreement and the issue of the Notes by the Issuer pursuant to the Programme Agreement. Any offer, invitation to offer or agreement made in connection with the subscription for, purchase or acquisition of the Notes or pursuant to this Information Memorandum shall (without any liability or responsibility on the part of the Issuer, the Arranger, any of the Dealers, the Trustee or any of the Agents) lapse and cease to have any effect if (for any other reason whatsoever) the Notes are not issued by the Issuer pursuant to the Programme Agreement. Any discrepancies (if any) in the tables included herein between the listed amounts and totals thereof are due to rounding. The attention of recipients of this Information Memorandum is drawn to the restrictions on the resale of the Notes set out under the section “Subscription, Purchase and Distribution”. Any person who is invited to purchase or subscribe for the Notes or to whom this Information Memorandum is sent shall not make any offer or sale, directly or indirectly, of any Notes or distribute or cause to be distributed any document or other material in connection therewith in any country or jurisdiction except in such manner and in such circumstances as will result in compliance with any applicable laws and regulations. It is recommended that persons proposing to subscribe for, purchase or otherwise acquire any of the Notes consult their own legal and other advisers before subscribing for, purchasing or acquiring the Notes. Prospective purchasers of Notes are advised to consult their own tax advisers concerning the tax consequences of the acquisition, ownership or disposal of Notes. Prospective investors should pay attention to the risk factors set out in the section titled “Risk Factors”. Certain Defined Terms and Conditions In this Information Memorandum, unless otherwise specified or the context otherwise requires, all references to “Indonesia” are references to the Republic of Indonesia; all references to the “Government” are references to the central Government of Indonesia; all references to “United States” or the “US” are references to the United States of America; and all references to “Singapore” are references to the Republic of Singapore. All references to “Issuer”, “the Company”, “our Company” and “Duta Anggada” are to PT Duta Anggada Realty Tbk; and all references to “our group”, “we”, “us” and “our” are to the Issuer and its subsidiaries, taken as a whole as of the date of this Information Memorandum. All references in this Information Memorandum to “US dollars”, “US$” and “$” refer to the currency of the United States, to “Rupiah”, “Indonesian Rupiah” or “Rp.” refer to the currency of Indonesia and to “Singapore dollars” and “S$” refer to the currency of Singapore. Rounding adjustments have been made in calculating some of the financial information included in this Information Memorandum. As a result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them. This Information Memorandum contains conversions of certain amounts into US dollars at specified rates solely for the convenience of the reader. Unless otherwise indicated, all conversions of Rupiah to US dollars have been made at the rate of Rp.12.440 = US$1.00, the daily average rate announced by Bank Indonesia on 31 December 2014. See the section
4
“Exchange Rates and Exchange Controls”. No representation is made that the Rupiah or US dollar amounts referred to in this Information Memorandum could have been or could be converted into US dollars or Rupiah, as the case may be, at this rate, at any particular rate or at all. Industry and Market Data This Information Memorandum includes market share and industry data and forecasts that the Group (as defined herein) has obtained from industry publications and surveys, including a report dated 30 June 2014 that the Issuer has commissioned Knight Frank/Willson Properti Advisindo (“Knight Frank”) to prepare for inclusion in this Information Memorandum and reports of governmental agencies. Please see the section “Industry Overview”. Certain industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. While the Issuer has taken reasonable actions to ensure that the information is extracted accurately and in its proper context, none of the Issuer, the Arranger or the Dealers has independently verified any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein. As a result, investors are cautioned against undue reliance on such information. Presentation of Financial Information Certain of the financial information included in this Information Memorandum has been derived from the audited consolidated financial statements of the Issuer as of 31 December 2013 and 2014, and for the years then ended. Unless otherwise indicated, financial information in this Information Memorandum has been prepared in accordance with Indonesian Financial Accounting Standards (“Indonesian FAS”) presented at consolidated level, and expressed in billions of Indonesian Rupiah. Rounding adjustments have been made in calculating some of the financial information included in this Information Memorandum. As a result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. Enforceability The Notes and the agreements entered into with respect to the issue of the Notes, including the Trust Deed, are governed by Singapore law. The Issuer is established and existing in Indonesia. The Issuer’s Commissioners and Directors reside in Indonesia, and substantially all of the assets of the Issuer are located in Indonesia. As a result, it may not be possible for investors to effect service of process outside of Indonesia upon the Issuer or such persons or to enforce against the Issuer, or such persons outside of Indonesia in an Indonesian court, judgments obtained in courts outside of Indonesia, including judgments based upon the civil liability provisions of the securities laws outside Singapore or within Singapore. The Issuer has been advised by their Indonesian counsel, Soemarjono, Herman & Rekan, that judgments of non-Indonesian courts are not enforceable in Indonesian courts. A foreign court judgment could be offered and accepted as evidence in a proceeding of the underlying claim in an Indonesian court and may be given such evidentiary weight as the Indonesian court may deem appropriate in its sole discretion. A claimant may be required to pursue claims in Indonesian courts on the basis of Indonesian law. Re-examination of the underlying claim de novo would be required before the Indonesian court. There can be no assurance that the claims or remedies available under Indonesian law will be the same, or as extensive, as those available in other jurisdictions.
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If and to the extent the Singapore court finds that the judgment of the court in Indonesia (which has jurisdiction in the international sense over the defendant in question) is an in personam final and conclusive judgment for a fixed sum of money, the Singapore court will, in principle, grant a Singapore judgment for the sum under the foreign judgment, without substantive re-examination or re-litigation on the merits of the subject matter thereof, unless such judgment was procured by fraud or its enforcement would be contrary to public policy in Singapore or that the proceedings in which it was obtained were contrary to natural justice. Indonesian Regulation of Offshore Borrowings Pursuant to Presidential Decree No. 59/1972 dated 12 October 1972, the Issuer is required to report details regarding its offshore borrowings to the Minister of Finance of Indonesia and Bank Indonesia. Ministry of Finance Decree No. KEP-261/MK/IV/5/73 dated 3 May 1973, as amended by the Ministry of Finance Decree No. 417/KMK.013/1989 dated 1 May 1989, and Ministry of Finance Decree No. KEP-279/KMK.01/1991 dated 18 March 1991, as the implementing regulation of the Presidential Decree No. 59/1972, further sets forth the requirements to submit periodic reports regarding offshore borrowings to the Ministry of Finance of Indonesia and Bank Indonesia on the effective date of the contract and each subsequent three-month period. Further, pursuant to Presidential Decree No. 39/1991, all offshore commercial borrowers must submit periodic reports to the Team of Offshore Commercial Borrowing on the implementation of their offshore commercial borrowing. Presidential Decree No. 39/1991 does not stipulate the time frame or the format and the content of the periodic reports that must be submitted. Bank Indonesia issued Bank Indonesia Regulation No. 16/22/PBI/2014 dated 31 December 2014 (“PBI 16/22/2014”). Based on PBI 16/22/2014, any non-bank entity engaged in activities that cause a movement of (i) financial assets and liabilities between an Indonesian citizen and a non-citizen or (ii) offshore financial assets and liabilities between Indonesian citizens, must submit a foreign exchange traffic report to for any foreign exchange activities to Bank Indonesia. Non-bank entities include state-owned enterprises, regional government-owned enterprises, private enterprises and other entities that are not enterprises, whether in the form of legal entities or non-legal entities established by government or public. The report must include, among other things, information relating to (i) the transfer of goods, services or other transactions between an Indonesian citizen and a non-citizen and/or (ii) the entity’s position with respect to or changes in its offshore financial assets and/or liabilities. Bank Indonesia requires reports to be submitted monthly through an online system by the 15th day of following month. In the event that there is a correction that needs to be made, the correction must be submitted no later than the 20th day of the reporting month through the online system. The reporting obligations under PBI 16/22/2014 are further governed under the following Bank Indonesia Circulars: (i)
According to Bank Indonesia Circular No. 15/16/DInt of 2013 on the Reporting of Foreign Exchange Activities in the form of Offshore Loan Realization and Position, any person, legal entity or other entities domiciled in Indonesia or planning to be domiciled in Indonesia for at least one year, who obtains offshore commercial borrowings in a foreign currency and/or Rupiah pursuant to a loan agreement, debt securities, trade credits and other debts must submit reports to Bank Indonesia. The reporting requirement is imposed regardless of the amount borrowed. This is in contrast to the reporting obligations of an individual, whose offshore borrowings must be in an amount of at least US$200,000 (or its equivalent in any other currency) to trigger the reporting requirement. The report consists of the main data report and/or its amendment and the monthly recapitulation data report. The main data report must be submitted to Bank Indonesia no later than the 15th day of the month following the signing of the loan agreement or the issuance of the debt
6
securities and/or the debt acknowledgement over the trade credits and/or other loans and a monthly recapitulation data report must be submitted to Bank Indonesia between the 1st and the 15th day of each successive month, until the offshore commercial borrowing has been repaid in full. (ii)
Under Bank Indonesia Circular No. 15/17/DInt of 2013 on the Reporting of Foreign Exchange Activities in the form of Offshore Loan Plan, Amendment of Offshore Loan Plan, and Financial Information, an Indonesian company that intends to obtain a long-term offshore loan in a foreign currency and/or Rupiah is required to submit a report to Bank Indonesia by no later than 15 March of each year in relation to such loan. The report must include (a) the company’s annual offshore borrowing plans, (b) an analysis of the company’s risk management policies and (c) the company’s credit rating (if the company has been rated). Any amendment to such report must be submitted to Bank Indonesia by no later than 1 July of the year of such change. In addition, the company must submit semi-annual reports to Bank Indonesia on its financial performance in the previous reporting period and its short and/or long-term offshore loan position, by no later than 15 June and 15 December of each year.
(iii) Under Bank Indonesia Circular No. 15/5/DSM on the Reporting of Foreign Exchange Activities Other than Offshore Loans, an Indonesian company engaged in foreign exchange activities which includes guarantees made by an Indonesian party in favour of an offshore party must submit monthly reports with respect to such foreign exchange activities other than with respect to any borrowing of offshore loans to Bank Indonesia no later than the 15th day each month. Any delay in submitting foreign exchange reports as mentioned above (other than the offshore loan plan report) is punishable by a fine of Rp. 500,000 for each day of delay, subject to a maximum fine of Rp. 5,000,000. Furthermore, any failure to submit such foreign exchange report (other than the offshore loan plan report) is punishable by a fine of Rp. 10,000,000. Failure to submit the offshore loan plan report and the financial information report will be subject to administrative sanction in the form of warning letters and/or notices to the relevant authorities. In May 2014, Bank Indonesia issued Bank Indonesia Regulation No. 16/10/PBI/2014 (“PBI 16/10/2014”) which requires any cash proceeds from offshore borrowing originating from (i) a non-revolving loan agreement for purposes other than refinancing, (ii) any balance between the amount of a refinancing facility and the amount of the original facility refinanced and (iii) offshore debt securities in the form of bonds, medium term notes, floating rate notes, promissory notes and commercial paper, to be withdrawn by the debtor under an offshore borrowing agreement through an account held in a bank licensed by Bank Indonesia to conduct foreign exchange banking activities (an “Onshore Account”). Any withdrawal of the above-mentioned offshore borrowings will have to be reported to Bank Indonesia no later than the 15th day of the following month accompanied with any supporting documents evidencing that the withdrawal was made through an Onshore Account. If the amount of the offshore borrowing is equal to the amount of one or more loans that will be refinanced, the debtor will be exempted from the reporting obligations under Bank Indonesia Regulation No. 16/10. However, if there is any balance between the cash proceeds of the offshore borrowing and the facilities to be refinanced, the debtor will not be exempted from such reporting obligations. Under PBI 16/10/2014, if the debtor does not withdraw the offshore borrowing through an Onshore Account, the debtor will be subject to administrative sanctions in the form of penalties amounting to 0.25 per cent. of the amount of each non-compliant withdrawal, with the maximum amount of Rp. 50,000,000 for each such non-compliant withdrawal. Under PBI 16/10/2014, if the debtor is late in submitting the report of the offshore borrowing withdrawal
7
as well as the supporting documents on the 15th day of the month following the offshore borrowing withdrawal, the debtor is subject to administrative sanctions in the form of penalties amounting to Rp. 500,000 for each day of delay. The debtor will be deemed to have failed to submit the report if it is submitted after the end of the month of the deadline that the debtor must submit the report. PBI 16/10/2014 does not require the foreign currency brought into Indonesia to be converted into Rupiah or for the foreign currency to be kept in Indonesia for a specified period of time. This suggests that the foreign currency can be brought into an Onshore Account on one day and transferred out of Indonesia the very next day. On 29 December 2014, Bank Indonesia issued Bank Indonesia Regulation No. 16/21/PBI/2014 (“PBI 16/21/2014”) which requires any non-bank corporation (including a state-owned company) that receives an offshore loan in foreign exchange to apply prudence principles by meeting a certain minimum hedging levels and observing liquidity ratios and credit ratings. The basis for determining the applicable hedging level and liquidity ratio is (a) the amount of any current asset in foreign currency that consists of among other, cash, giro, deposit, time deposit, inventory, marketable securities (“Foreign Exchange Assets”) which also include receivables derived from forwards, swaps, and/or option transactions which will close within three months after the end of the relevant quarter or closing between the fourth and the sixth month after the relevant quarter, and (b) any current liability in foreign currency that must be settled or paid and includes liability under a forward, a swap, and/or an option (“Foreign Exchange Liabilities”) of any offshore loan within three to six months after the end of the most recent quarter (i.e. 31 March, 30 June, 30 September and 31 December). Compliance with the prudence principles must be reported to Bank Indonesia accompanied by supporting documentation. The report must include any trade credit for which exemption applies. The timing and procedures for submitting each report must follow Bank Indonesia regulations on that stipulates the reporting requirement of foreign exchange transaction reporting. Any failure on the application of the prudence principles under PBI 16/21/2014 will incur an administrative sanction in the form of a written warning. Bank Indonesia will advise all relevant parties of the imposition of a warning (including the offshore creditor, the Ministry of State-Owned Companies (for offshore debt taken out by a non-bank debtor that is classified as a state-owned company), the Ministry of Finance c.q. Directorate General of Tax, the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”), and/or the Indonesia Stock Exchange (“IDX”) (for offshore debt taken out by a non-bank debtor that is listed in the IDX). Language of the Transaction Documents Pursuant to Law No. 24 of 2009 on Flag, Language, Emblem, and National Anthem which was enacted on 9 July 2009 (“Law No. 24/2009”), agreements to which Indonesian entities are a party are required to be executed in Indonesian language (Bahasa Indonesia), although, when a foreign entity is a party, an execution of the document also in English or the national language of the relevant foreign entity is permitted. All of these documents will provide that in the event of a discrepancy or inconsistency, the parties intend the English version to prevail. There exists substantial uncertainty regarding how Law No. 24/2009 will be interpreted and applied in general, as to date, the Government has only issued one implementing regulation on the use of Bahasa Indonesia in the formal speech of the President and/or Vice President and other state officers, and it is not certain that an Indonesian court would permit the English version of an agreement to prevail or even consider the English version. See “Risk Factors — Risks associated with an investment in the Notes”. The Trust Deed and certain other documents entered into in connection with the establishment of the Programme and the
8
issuance of the Notes will also be prepared in Bahasa Indonesia. However, there can be no assurance that, in the event of inconsistencies between the Bahasa Indonesia and English language version of those documents, an Indonesian court would hold that the English language versions of such documents will prevail. In addition to the above implementing regulation, the Minister of Law and Human Rights of the Republic of Indonesia, in Letter No. M.HH.UM 01-01-35 dated 28 December 2009 regarding Law No. 24/2009 (the “MOLHR Clarification Letter”) also provided his clarification that the implementation of Law No. 24/2009, is contingent upon the enactment of a Presidential Regulation and until such a Presidential Regulation is enacted, any agreement that is executed prior to the enactment of the Presidential Regulation in English without a Bahasa Indonesia version, is still legal and valid, and shall not violate Law No. 24/2009. However, this letter is issued only as an opinion and does not fall within the types and hierarchy stipulated in Article 7 of Law No. 12 of 2011 on formation of Laws and Regulations to be considered a law or regulation. Further, on 20 June 2013, the District Court of West Jakarta ruled in a decision (the “June 2013 Decision”) that a loan agreement entered into between an Indonesian company, PT Bangun Karya Pratama Lestari, as borrower, and a foreign company, Nine AM Ltd., as lender, is null and void under Indonesian law. The governing law of such agreement was Indonesian law and the agreement was written in the English language. The District Court of West Jakarta was of the opinion that the failure to enter into an agreement in the Indonesian language violated Law No. 24/2009. On 7 May 2014, the Jakarta High Court rejected the appeal submitted by Nine AM Ltd. and affirmed the June 2013 Decision. Indonesian court decisions are generally not binding precedents and do not constitute a source of law at any level of the judicial hierarchy, as would be typically be the case in common law jurisdictions such as Singapore. However, there can be no assurance that a court will not, in the future, issue a similar decision to the June 2013 Decision in relation to the validity and enforceability of agreements which are made in the English language. As the relevant implementing regulation of Law No. 24/2009 has not been published and the law itself does not specify any sanctions for non-compliance, it cannot be predicted how the implementation of Law No. 24/2009 (including its implementing regulation) will impact the validity and enforceability of the Programme and/or the Notes in Indonesia, which creates uncertainty as to the ability of holders of Notes to enforce the Notes in Indonesia.
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FORWARD-LOOKING STATEMENTS All statements contained in this Information Memorandum that are not statements of historical fact constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”, “may”, “will”, “would” and “could” or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding the expected financial position, business strategy, plans and prospects of the Issuer and/or the Group (including statements as to the Issuer’s and/or the Group’s revenue, profitability, prospects, future plans and other matters discussed in this Information Memorandum regarding matters that are not historical facts and including the financial forecasts, profit projections, statements as to expansion plans of the Issuer and/or the Group, expected growth in the Issuer and/or the Group and other related matters), if any, are forward-looking statements and accordingly, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Issuer and/or the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others: •
changes in general political, social and economic conditions;
•
changes in currency exchange and interest rates;
•
demographic changes;
•
changes in competitive conditions; and
•
other factors beyond the control of the Issuer and the Group.
Some of these factors are discussed in greater detail in this Information Memorandum, in particular, but not limited to, the discussion under the section “Risk Factors”. Given the risks and uncertainties that may cause the actual future results, performance or achievements of the Issuer and/or the Group to be materially different from the results, performance or achievements expected, expressed or implied by the financial forecasts, profit projections and forward-looking statements in this Information Memorandum, undue reliance must not be placed on those forecasts, projections and statements. The Issuer, the Arranger, the Dealers, the Trustee and any of the Agents do not represent or warrant that the actual future results, performance or achievements of the Issuer and/or the Group will be as discussed in those statements. Neither the delivery of this Information Memorandum (or any part thereof) nor the issue, offering, purchase or sale of the Notes by the Issuer shall, under any circumstances, constitute a continuing representation, or create any suggestion or implication, that there has been no change in the prospects, results of operations or general affairs of the Issuer or any of its subsidiaries or associated companies (if any) or any statement of fact or information contained in this Information Memorandum since the date of this Information Memorandum or the date on which this Information Memorandum has been most recently amended or supplemented. Further, the Issuer, the Group, the Arranger, the Dealers, the Trustee and any of the Agents disclaim any responsibility, and undertake no obligation, to update or revise any forward-looking statements contained herein to reflect any changes in the expectations with respect thereto after the date of this Information Memorandum or to reflect any change in events, conditions or circumstances on which any such statements are based.
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DEFINITIONS “Agency Agreement”
: The agency agreement dated 26 March 2015 between (1) the Issuer, as issuer, (2) Deutsche Bank AG, Singapore Branch, as Principal Paying Agent, (3) Deutsche Bank AG, Hong Kong Branch, as Non-CDP Paying Agent, and (4) the Trustee, as the trustee, as amended, varied or supplemented from time to time
“Arranger”
: Credit Suisse (Singapore) Limited
“Business Day”
: (i)
a day (other than a Saturday, Sunday or gazetted public holiday) on which Euroclear, Clearstream, Luxembourg and CDP, as applicable, are operating;
(ii)
a day (other than a Saturday, Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for general business in Indonesia and in the country of the Principal Paying Agent’s or, as the case may be, the Non-CDP Paying Agent’s specified office; and
(iii) (if a payment is to be made on that day) (1) (in the case of Notes denominated in Singapore dollars) a day (other than a Saturday, Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for general business in Singapore, (2) (in the case of Notes denominated in euros) a day (other than a Saturday, Sunday or gazetted public holiday) on which the TARGET System is open for settlement in euros, and (3) (in the case of Notes denominated in a currency other than Singapore dollars and euros) a day (other than a Saturday, Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for general business in Singapore and the principal financial centre for that currency “Calculation Agent”
: In relation to a Series of Notes, the person appointed as the calculation agent for that series and as specified in the applicable pricing supplement as calculation agent (or such other calculation agent as may be appointed from time to time).
“CDP”
: The Central Depository (Pte) Limited
“Clearing Systems”
: Euroclear, Clearstream, Luxembourg and CDP, and “Clearing System” means any of them
“Clearstream, Luxembourg”
: Clearstream Banking, société anonyme
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“Commissioners”
: The commissioners (including non-executive and/or supervisory commissioners, if any) of the Issuer as at the date of this Information Memorandum
“Companies Act” or “Act”
: The Companies Act (Chapter 50 of Singapore), as amended or modified from time to time
“Conditions”
: The terms and conditions of the Notes
“Couponholders”
: The holders of the Coupons
“Coupons”
: The interest coupons appertaining to an interest bearing definitive Note
“Dealers”
: Persons appointed Programme
“Directors”
: The directors (including alternate directors, if any) of the Issuer as at the date of this Information Memorandum
“euro”
: The currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended from the time to time
“Euroclear”
: Euroclear Bank S.A./N.V.
“FY”
: Financial year ended 31 December
“Group”
: The Issuer and its subsidiaries
“IDX”
: Indonesia Stock Exchange
“IRAS”
: Inland Revenue Authority of Singapore
“Issuer”
: PT Duta Anggada Realty Tbk
“ITA”
: The Income Tax Act (Chapter 134 of Singapore), as amended or modified from time to time
“MAS”
: The Monetary Authority of Singapore
“MTN Programme”
: The S$160,000,000 Multicurrency Medium Term Note Programme of the Issuer as described in this Information Memorandum
“Non-CDP Paying Agent”
: Deutsche Bank, Hong Kong Branch
“Noteholders”
: The holders of the Notes
“Notes”
: The notes of the Issuer issued or to be issued under the MTN Programme and constituted by the Trust Deed
“OJK”
: Indonesian Financial Services Authority (Otoritas Jasa Keuangan)
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as
dealers
under
the
MTN
“Paying Agents”
: The Principal Paying Agent and the Non-CDP Paying Agent, or such other or further institutions as may from time to time be appointed by the Issuer as paying agent for the Notes and Coupons
“Pricing Supplement”
: In relation to a Series or Tranche, a pricing supplement, to be read in conjunction with this Information Memorandum, issued specifying the relevant issue details in relation to such Series or, as the case may be, Tranche
“Principal Paying Agent”
: Deutsche Bank AG, Singapore Branch
“Programme Agreement”
: The programme agreement dated 26 March 2015 made between (1) the Issuer, as issuer and (2) Credit Suisse (Singapore) Limited, as arranger and dealer, as amended, varied or supplemented from time to time
“Securities Act”
: Securities Act of 1933 of the United States, as amended or modified from time to time
“Series”
: (in relation to Notes other than variable rate notes) a Tranche, together with any further Tranche or Tranches, which are (i) expressed to be consolidated and forming a single series and (ii) identical in all respects (including as to listing) except for their respective issue dates, issue prices and/or dates of the first payment of interest; and (in relation to variable rate notes) Notes which are identical in all respects (including as to listing) except for their respective issue prices and rates of interest
“SFA”
: Securities and Futures Act (Chapter 289 of Singapore), as amended or modified from time to time
“SGX-ST”
: Singapore Exchange Securities Trading Limited
“Shares”
: Ordinary shares in the capital of the Issuer
“subsidiaries”
: Has the meaning ascribed to it in the Trust Deed
“TARGET System”
: The Trans-European Automated Real Time Gross settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto
“Tranche”
: Notes which are identical in all respects (including listing)
“Trust Deed”
: The trust deed dated 26 March 2015 made between (1) the Issuer, as issuer and (2) the Trustee, as trustee, as amended, varied or supplemented from time to time
“Trustee”
: DB International Trust (Singapore) Limited
“%”
: Per cent.
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Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. Any reference to a time of day in this Information Memorandum shall be a reference to Singapore time unless otherwise stated. Any reference in this Information Memorandum to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act or the SFA or any statutory modification thereof and used in this Information Memorandum shall, where applicable, have the meaning ascribed to it under the Companies Act, or as the case may be, the SFA.
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CORPORATE INFORMATION Issuer Board of Commissioners
: Hartadi Angkosubroto Johanna Zakaria Fred Perry Martono
Board of Directors
: Ventje Chandraputra Suardana Randy Angkosubroto Timotius Hadiwibawa Hadi Siswanto
Company Secretary
: Aka Permata
Registered Office
: Chase Plaza Tower, Lantai 21 Jl. Jend. Sudirman Kav. 21 Jakarta 12920 Indonesia
Independent Tax Consultants
: PB Taxand Menara Imperium 27th Floor HR Rasuna Said Kav. 1 Jakarta 12980, Indonesia
Arranger
: Credit Suisse (Singapore) Limited One Raffles Link #03-01/#04-01 South Lobby Singapore 039393
Solicitors to the Arranger as to Singapore law
: WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982
Solicitors to the Arranger as to Indonesian law
: Siahaan Andarumi & Rekan Citylofts Sudirman Unit 2628 Jl. KH Mas Mansyur Kav. 121 Indonesia
Solicitors to the Issuer as to Singapore law
: Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989
Solicitors to the Issuer as to Indonesian law
: Soemarjono, Herman & Rekan Jl. Sultan Agung No. 62 Jakarta 12970 Indonesia
Solicitors to the Trustee, the Principal Paying Agent and the Non-CDP Paying Agent
: WongPartnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982
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Principal Paying Agent
: Deutsche Bank AG, Singapore Branch One Raffles Quay #16-00 South Tower Singapore 048583
Non-CDP Paying Agent
: Deutsche Bank AG, Hong Kong Branch Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong
Trustee for the Noteholders
: DB International Trust (Singapore) Limited One Raffles Quay #16-00 South Tower Singapore 048583
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SUMMARY OF THE MTN PROGRAMME The following summary is derived from, and should be read in conjunction with, the full text of this Information Memorandum (and any relevant supplement to this Information Memorandum), the Trust Deed, the Agency Agreement and the relevant Pricing Supplement. Issuer
: PT Duta Anggada Realty Tbk
Arranger
: Credit Suisse (Singapore) Limited
Dealers
: Credit Suisse (Singapore) Limited and/or such other Dealers as may be appointed by the Issuer in accordance with the Programme Agreement.
Principal Paying Agent
: Deutsche Bank AG, Singapore Branch
Non-CDP Paying Agent
: Deutsche Bank AG, Hong Kong Branch
Trustee
: DB International Trust (Singapore) Limited
Description
: Multicurrency Medium Term Note Programme.
Programme Size
: The maximum aggregate principal amount of the Notes outstanding at any time shall be S$160,000,000 (or its equivalent in other currencies) or such higher amount as may be increased in accordance with the provisions of the Programme Agreement.
Currency
: Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer and the relevant Dealer(s).
Method of Issue
: Notes may be issued from time to time under the MTN Programme on a syndicated or non-syndicated basis. Each Series may be issued in one or more Tranches, on the same or different issue dates. The Notes may be issued in Series in accordance with the requirements of the Issuer. The minimum issue size for each Series shall be agreed between the Issuer and the relevant Dealer(s). The specific terms of each Series or Tranche will be specified in the relevant Pricing Supplement.
Issue Price
: Notes may be issued at par or at a discount, or premium, to par.
Tenor
: Subject to compliance with all relevant laws, regulations and directives, Notes may have maturities of such tenor as may be agreed between the Issuer and the relevant Dealer(s).
Mandatory Redemption
: Unless previously redeemed or purchased and cancelled, each Note will be redeemed at its redemption amount on the maturity date shown on its face.
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Interest Basis
: Notes may bear interest at fixed, floating, variable or hybrid rates or such other rates as may be agreed between the Issuer and the relevant Dealer(s) or may not bear interest.
Fixed Rate Notes
: Fixed Rate Notes will bear a fixed rate of interest which will be payable in arrear on specified dates and at maturity.
Floating Rate Notes
: Floating Rate Notes will bear interest to be determined separately for each Series by reference to S$ SIBOR or S$ SWAP RATE (or in any other case such other benchmark as may be agreed between the Issuer and the relevant Dealer(s)), as adjusted for any applicable margin. Interest periods in relation to the Floating Rate Notes will be agreed between the Issuer and the relevant Dealer(s) prior to their issue.
Variable Rate Notes
: Variable Rate Notes will bear interest at a variable rate determined in accordance with the Conditions. Interest periods in relation to the Variable Rate Notes will be agreed between the Issuer and the relevant Dealer(s) prior to their issue.
Hybrid Notes
: Hybrid Notes will bear interest, during the fixed rate period to be agreed between the Issuer and the relevant Dealer(s), at a fixed rate of interest which will be payable in arrear on specified dates and at maturity and, during the floating rate period to be agreed between the Issuer and the relevant Dealer(s) at the rate of interest to be determined by reference to S$ SIBOR or S$ SWAP RATE (or such other benchmark as may be agreed between the Issuer and the relevant Dealer(s)), as adjusted for any applicable margin (provided that if Hybrid Notes are denominated in a currency other than Singapore dollars, such Hybrid Notes will bear interest to be determined separately by reference to such benchmark as may be agreed between the Issuer and the relevant Dealer(s)), in each case payable at the end of each interest period to be agreed between the Issuer and the relevant Dealer(s).
Zero-Coupon Notes
: Zero-Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest other than in the case of late payment.
Form and Denomination of Notes
: The Notes will be issued in bearer form only and in such denominations as may be agreed between the Issuer and the relevant Dealer(s).
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Custody of the Notes
: Notes which are to be cleared through CDP are required to be kept with CDP as authorised depository. Notes which are cleared through Euroclear and/or Clearstream, Luxembourg are required to be kept with a common depositary on behalf of Euroclear and Clearstream, Luxembourg.
Status of the Notes
: The Notes and Coupons of all Series will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law) of the Issuer from time to time outstanding.
Redemption and Purchases
: If so provided on the face of the Notes and the relevant Pricing Supplement, Notes may be redeemed (either in whole or in part) prior to their stated maturity at the option of the Issuer and/or the holders of the Notes. Further, if so provided on the face of the Notes and the relevant Pricing Supplement, Notes may be purchased by the Issuer (either in whole or in part) prior to their stated maturity at the option of the Issuer and/or the holders of the Notes.
Redemption at the Option of the Noteholder upon Change of Control Event
: Following the occurrence of a Change of Control Event for any reason, the Issuer shall, at the option of the holder of any Note, redeem such Note at the CoC Event Redemption Date (as defined in Condition 5(b)(iii) of the Notes) at its Redemption Amount, together with interest accrued to the date fixed for redemption. A “Change of Control Event” means the occurrence of one or more of the following events: (i)
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its subsidiaries, taken as a whole, to any Person (as defined in Condition 5(b)(iii) of the Notes) other than to one or more Permitted Holders (as defined in Condition 5(b)(iii) of the Notes);
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(ii)
the Issuer consolidates with, or merges with or into, any Person (other than one or more Permitted Holders), or any person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock (as defined in Condition 5(b)(iii) of the Notes) of the Issuer or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction is converted into or exchanged for (or continues as) Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of Voting Stock of such surviving or transferee person (immediately after giving effect to such issuance) and in substantially the same proportion as before the transaction;
(iii) (a) the Permitted Holders cease to be the beneficial owner, directly or indirectly, of at least 40 per cent. in the aggregate of the voting power of the Voting Stock of the Issuer, or (b) any Person or group other than the Permitted Holders, becomes the beneficial owner, directly or indirectly, of a larger percentage of the voting power of such Voting Stock than the Permitted Holders; or (iv) individuals who on the Issue Date constituted the Board of Directors (together with any new directors whose election was approved by a vote of at least a majority of the members of the Board of Directors then in office who were members of the Board of Directors on Issue Date or whose election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office. Redemption upon Cessation or Suspension of Trading of the Issuer’s Shares
: Following the occurrence of a Relevant Event, the Issuer shall, at the option of the holder of any Note, redeem such Note on the Relevant Event Redemption Date (as defined in Condition 5(b)(ii) of the Notes) at its Redemption Amount, together with interest accrued to the date fixed for redemption. A “Relevant Event” occurs: (i)
when the shares of the Issuer cease to be listed or admitted to trading on the Indonesia Stock Exchange; or
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(ii)
Negative Pledge
when trading in the shares of the Issuer on the Indonesia Stock Exchange is suspended for a period equal to or exceeding ten (10) consecutive market days.
: The Issuer has covenanted with the Trustee in the Trust Deed that so long as any of the Notes or Coupons remains outstanding, it will not, and will ensure that none of its subsidiaries (as defined in Condition 9 of the Notes) will, create or have outstanding any security over the whole or any part of its undertakings, assets, property, revenues or rights to receive dividends, present or future, save for: (i)
any liens or rights of set-off arising solely by operation of law or in the ordinary course of its business;
(ii)
any security over any asset existing at the date of the Trust Deed which has been disclosed in writing to the Trustee on or prior to the date of the Trust Deed and any security to be created over such asset in connection with the extension or refinancing of the credit facilities obtained by the Issuer or, as the case may be, a subsidiary prior to the date of the Trust Deed secured by such asset, provided that, in each case, the amount secured by any such security shall not at any time exceed 80 per cent. of the current market value of such asset at that time (as shown in the most recent valuation report prepared by an independent professional valuer and delivered by the Issuer to the Trustee);
(iii) any security on or over their respective assets acquired, renovated, refurbished or developed by it ((in the case of a renovation, refurbishment or development of such asset) whether such assets are acquired before or after the date of the Trust Deed) after the date of the Trust Deed for the sole purpose of financing the acquisition, renovation, refurbishment or development or any refinancing thereof; (iv) any security created within the general parameters customary in the industry and incurred in the ordinary course of business of the Issuer and its subsidiaries securing indebtedness under any hedging obligations and for the purpose of protecting the Issuer or any of its subsidiaries from fluctuations in interest rates, currencies or commodity prices and not for speculation;
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(v)
any security created to secure indebtedness of the Issuer or any subsidiary with a maturity of one year or less used by the Issuer for working capital, provided that the aggregate amount of outstanding indebtedness at any time incurred pursuant to Condition 3(a)(5) of the Notes (together with any refinancing thereof) does not exceed S$20,000,000 (or its equivalent in other currencies); and
(vi) any other security created or permitted to subsist, the terms of which have been approved by the Noteholders by an Extraordinary Resolution (as defined in the Trust Deed). Financial Covenants
: The Issuer has covenanted with the Trustee in the Trust Deed that for so long as any of the Notes or Coupons remains outstanding, it will ensure that: (i)
the Consolidated Tangible Net Worth (as defined in the Trust Deed and Condition 3(b) of the Notes) will not at any time be less than Rp. 2,000,000,000,000;
(ii)
the ratio of Consolidated Total Debt (as defined in the Trust Deed and Condition 3(b) of the Notes) to Consolidated Total Equity (as defined in the Trust Deed and Condition 3(b) of the Notes) shall not at any time exceed 1.50:1; and
(iii) the ratio of Consolidated Secured Debt (as defined in the Trust Deed and Condition 3(b) of the Notes) to Consolidated Total Assets (as defined in the Trust Deed and Condition 3(b) of the Notes) shall not at any time exceed 0.50:1. Non-disposal Covenant
: The Issuer has covenanted with the Trustee in the Trust Deed that so long as any of the Notes remains outstanding, it will not, and will ensure that none of its subsidiaries will (whether by a single transaction or a number of related or unrelated transactions and whether at one time or over a period of time) consummate an Asset Sale (as defined in the Trust Deed and Condition 3(c) of the Notes) unless: (i)
no Potential Event of Default or Event of Default (each as defined in the Trust Deed) has occurred and is continuing or would occur as a result of such Asset Sale;
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(ii)
the consideration received by the disposing entity is at least equal to the fair market value (being the price that would be paid in an arm’s length transaction between an informed and willing seller under no compulsion to sell and informed and willing buyer under no compulsion to buy) of the assets which are the subject of such Asset Sale;
(iii) such Asset Sale is in the ordinary course of business at arm’s length and on normal commercial terms; (iv) at least 75.0 per cent. of the consideration received for such Asset Sale consists of cash. For purposes of this provision, each of the following will be deemed to be cash:
(v)
(a)
any liabilities, as shown on the Group’s most recent consolidated balance sheet, of the Issuer or any member of the Group (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Issuer or, as the case may be, such member of the Group from further liability; and
(b)
any securities, notes or other obligations received by the Issuer or any member of the Group from such transferee that are promptly, but in any event within 30 days of the date of receipt of such securities, notes or obligations, converted by the Issuer or, as the case may be, such member of the Group into cash, to the extent of the cash received in that conversion; and
the financial covenants set out in Condition 3(b) of the Notes will be complied with after giving effect to such proposed Asset Sale and (if applicable) any application of the proceeds thereof towards the repayment of Senior Debt (as defined in the Trust Deed and Condition 3(c) of the Notes).
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The cash proceeds of an Asset Sale permitted under Condition 3(c)(i) of the Notes that are not, within 360 days after the receipt of such proceeds, applied to: (i)
permanently repay Senior Debt of any member of the Group (and, if such Senior Debt repaid is revolving credit Debt (as defined in the Trust Deed and Condition 3(c) of the Notes), to correspondingly reduce commitments with respect thereto) owing to a person other than a member of the Group;
(ii)
acquire or make capital expenditures in respect of properties and assets (other than current assets) that will be used in the Permitted Businesses (as defined in the Trust Deed and Condition 3(c) of the Notes); or
(iii) making Temporary Cash Investments (as defined in the Trust Deed and Condition 3(c) of the Notes) pending application of such cash proceeds as set forth in sub-paragraphs (i) and (ii) above, (the “Excess Proceeds”) shall be carried forward and accumulated. When accumulated Excess Proceeds exceeds S$10,000,000 (or its equivalent in other currencies), the Issuer must within 10 business days thereof make an offer to purchase Notes in accordance with Condition 5(e)(iii) of the Notes. Dividend Restriction Covenant
: The Issuer has covenanted with the Trustee in the Trust Deed that so long as any of the Notes or Coupons remains outstanding, it will not pay any dividend, whether in cash or in specie, reduce its capital or make any other distribution to its shareholders (i) while any interest or principal on any of the Notes is overdue and unpaid, (ii) if an Event of Default occurs and has not been waived or (iii) if such payment, reduction in capital or distribution, when aggregated with all other payments, reductions in capital and distributions paid in that financial year, exceeds 50 per cent. of its Net Income per Annum for the previous financial year. “Net Income per Annum” means, in respect of a financial year, the profit of the Issuer after deduction of all expenses, finance costs and taxes in that financial year.
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Limitation on the Group’s Business Activities Covenant
: The Issuer has covenanted with the Trustee in the Trust Deed that it will not, and will not permit any Principal Subsidiary to, directly or indirectly, engage in any business other than a Permitted Business (as defined in the Trust Deed and Condition 3(c) of the Notes), provided however, that the Issuer or any Principal Subsidiary may own Capital Stock (as defined in Condition 5(b)(iii) of the Notes) of a subsidiary or joint venture or other entity that is engaged in a business other than a Permitted Business as long as any investment therein was not prohibited by the Transaction Documents (as defined in the Trust Deed).
Events of Default
: See Condition 9 of the Notes.
Taxation
: All payments in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Indonesia or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such deduction or withholding been required. For further details, see Condition 7 of the Notes and the section on “Taxation” below.
Listing
: Each Series of the Notes may, if so agreed between the Issuer and the relevant Dealer(s), be listed on the SGX-ST or any other stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s), subject to all necessary approvals having been obtained. So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Issuer shall appoint and maintain a paying agent in Singapore, where such Notes may be presented or surrendered for payment or redemption, in the event that the Global Note representing such Notes is exchanged for Definitive Notes. In addition, an announcement of such exchange will be made through the SGX-ST. Such announcement will include all material information with respect to the delivery of the Definitive Notes, including details of the paying agent in Singapore. For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Notes will be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies).
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Selling Restrictions
: For a description of certain restrictions on offers, sales and deliveries of Notes and the distribution of offering material relating to the Notes, see the section on “Subscription, Purchase and Distribution” below. Further restrictions may apply in connection with any particular Series or Tranche of Notes.
Governing Law
: The MTN Programme and any Notes issued under the MTN Programme will be governed by, and construed in accordance with, the laws of Singapore.
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TERMS AND CONDITIONS OF THE NOTES The following is the text of the terms and conditions which, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, will be endorsed on the Notes in definitive form issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed on the definitive Notes. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Programme. Details of the relevant Series are shown on the face of the relevant Notes and in the relevant Pricing Supplement. The Notes are constituted by a Trust Deed (as amended, varied or supplemented from time to time, the “Trust Deed”) dated 26 March 2015 made between (1) PT Duta Anggada Realty Tbk, as issuer (the “Issuer”, which expression shall include its successors and permitted assigns) and (2) DB International Trust (Singapore) Limited (the “Trustee”, which expression shall wherever the context so admits include such company and all other persons for the time being the trustee or trustees of the Trust Deed), as trustee for the Noteholders (as defined below), and (where applicable) the Notes are issued with the benefit of a deed of covenant (as amended, varied or supplemented from time to time, the “Deed of Covenant”) dated 26 March 2015 relating to the Notes executed by the Issuer. These terms and conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes and Coupons referred to below. The Issuer has entered into an agency agreement (as amended, varied or supplemented from time to time, the “Agency Agreement”) dated 26 March 2015 made between (1) the Issuer, as issuer, (2) Deutsche Bank AG, Singapore Branch, as principal paying agent (in such capacity, the “Principal Paying Agent”), (3) Deutsche Bank AG, Hong Kong Branch, as non-CDP paying agent (in such capacity, the “Non-CDP Paying Agent”) and (4) the Trustee, as trustee. The Noteholders and the holders of the coupons (the “Coupons”) appertaining to the interest-bearing Notes (the “Couponholders”) are bound by and are deemed to have notice of all of the provisions of the Trust Deed, the Agency Agreement, the relevant Calculation Agency Agreement (as defined in the Trust Deed) and the Deed of Covenant. For the purposes of these Conditions, all references to the Principal Paying Agent shall, with respect to a Series of Notes to be cleared through a clearing system other than the CDP System (as defined in the Trust Deed), be deemed to be a reference to the Non-CDP Paying Agent and all such references shall be construed accordingly. Copies of the Trust Deed, the Agency Agreement, the relevant Calculation Agency Agreement and the Deed of Covenant are available for inspection at the principal office of the Trustee for the time being and at the respective specified offices of the Paying Agents for the time being. 1.
FORM, DENOMINATION AND TITLE (a)
Form and Denomination (i)
The Notes of the Series of which this Note forms part (in these Conditions, the “Notes”) are issued in bearer form in each case in the Denomination Amount shown hereon.
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(ii)
This Note is a Fixed Rate Note, a Floating Rate Note, a Variable Rate Note, a Hybrid Note or a note that does not bear interest (a “Zero-Coupon Note”), a combination of any of the foregoing or any other type of Note (depending upon the Interest and Redemption/Payment Basis shown on its face).
(iii) Notes are serially numbered and issued with Coupons attached, save in the case of Notes that do not bear interest in which case references to interest (other than in relation to default interest referred to in Condition 6(f)) in these Conditions are not applicable. (b)
Title (i)
Subject as set out below, title to the Notes and the Coupons appertaining thereto shall pass by delivery.
(ii)
Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Note or Coupon shall be deemed to be and may be treated as the absolute owner of such Note or of such Coupon, as the case may be, for the purpose of receiving payment thereof or on account thereof and for all other purposes, whether or not such Note or Coupon shall be overdue and notwithstanding any notice of ownership, theft, loss or forgery thereof or any writing thereon made by anyone, and no person shall be liable for so treating the holder.
(iii) For so long as any of the Notes is represented by a Global Note and such Global Note is held by The Central Depository (Pte) Limited (“CDP”), each person who is for the time being shown in the records of CDP as the holder of a particular principal amount of such Notes (in which regard any certificate or other document issued by CDP as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated by the Issuer, the Trustee, the Principal Paying Agent, the Non-CDP Paying Agent, the Calculation Agent, all other agents of the Issuer and the Trustee as the holder of such principal amount of Notes other than with respect to the payment of principal, interest and/or any other amounts in respect of the Notes, for which purpose the bearer of the Global Note shall be treated by the Issuer, the Trustee, the Principal Paying Agent, the Non-CDP Paying Agent, the Calculation Agent and all other agents of the Issuer and the Trustee as the holder of such Notes in accordance with and subject to the terms of the Global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions, where the context requires, shall be construed accordingly). Notes which are represented by the Global Note and held by CDP will be transferable only in accordance with the rules and procedures for the time being of CDP. For so long as any of the Notes is represented by a Global Note and such Global Note is held by CDP, the record date for the purposes of determining entitlements to any payment of principal, interest and any other amounts in respect of the Notes shall, unless otherwise specified by the Issuer, be the date falling five (5) business days prior to the relevant payment date (or such other date as may be prescribed by CDP).
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(iv) For so long as any of the Notes is represented by a Global Note and such Global Note is held by a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (in which regard any certificate or other document issued by Euroclear and/or Clearstream, Luxembourg as to the principal amount of such Notes (as the case may be) standing to the account of any person shall be conclusive and binding for all purposes, save in the case of manifest error) shall be treated by the Issuer, the Trustee, the Principal Paying Agent, the Non-CDP Paying Agent, the Calculation Agent and all other agents of the Issuer and the Trustee as the holder of such principal amount of such Notes other than with respect to the payment of principal, interest and/or any other amounts in respect of such Notes, for which purpose the bearer of the Global Note shall be treated by the Issuer, the Trustee, the Principal Paying Agent, the Non-CDP Paying Agent, Calculation Agent and all other agents of the Issuer and the Trustee as the holder of such Notes in accordance with and subject to the terms of the Global Note (and the expressions “Noteholder” and “holder of Notes” and related expressions, where the context requires, shall be construed accordingly). Notes which are represented by a Global Note and held by Euroclear and/or Clearstream, Luxembourg will be transferable only in accordance with the rules and procedures for the time being of Euroclear and/or Clearstream, Luxembourg. (v)
In these Conditions, “Global Note” means the relevant Temporary Global Note representing each Series or the relevant Permanent Global Note representing each Series, “Noteholder” means the bearer of any Definitive Note (as defined in the Trust Deed) and “holder” (in relation to a Definitive Note or Coupon) means the bearer of any Definitive Note or Coupon, “Series” means (A) (in relation to Notes other than Variable Rate Notes) a Tranche, together with any further Tranche or Tranches, which are (1) expressed to be consolidated and forming a single series and (2) identical in all respects (including as to listing) except for their respective issue dates, issue prices and/or dates of the first payment of interest and (B) (in relation to Variable Rate Notes) Notes which are identical in all respects (including as to listing) except for their respective issue prices and rates of interest and “Tranche” means Notes which are identical in all respects (including as to listing).
(vi) Words and expressions defined in the Trust Deed or used in the applicable Pricing Supplement (as defined in the Trust Deed) shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail. 2.
STATUS The Notes and Coupons of all Series constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer. The Notes and Coupons shall at all times rank pari passu and rateably without any preference or priority among themselves, and pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law) of the Issuer from time to time outstanding.
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3.
NEGATIVE PLEDGE, FINANCIAL AND OTHER COVENANTS (a)
Negative Pledge The Issuer has covenanted with the Trustee in the Trust Deed that so long as any of the Notes or Coupons remains outstanding, it will not, and will ensure that none of its subsidiaries (as defined in Condition 9) will, create or have outstanding any security over the whole or any part of its undertakings, assets, property, revenues or rights to receive dividends, present or future, save for:
(b)
(1)
any liens or rights of set-off arising solely by operation of law or in the ordinary course of its business;
(2)
any security over any asset existing at the date of the Trust Deed which has been disclosed in writing to the Trustee on or prior to the date of the Trust Deed and any security to be created over such asset in connection with the extension or refinancing of the credit facilities obtained by the Issuer or, as the case may be, a subsidiary prior to the date of the Trust Deed secured by such asset, provided that, in each case, the amount secured by any such security shall not at any time exceed 80 per cent. of the current market value of such asset at that time (as shown in the most recent valuation report prepared by an independent professional valuer and delivered by the Issuer to the Trustee);
(3)
any security on or over their respective assets acquired, renovated, refurbished or developed by it ((in the case of a renovation, refurbishment or development of such asset) whether such assets are acquired before or after the date of the Trust Deed) after the date of the Trust Deed for the sole purpose of financing the acquisition, renovation, refurbishment or development or any refinancing thereof;
(4)
any security created within the general parameters customary in the industry and incurred in the ordinary course of business of the Issuer and its subsidiaries securing indebtedness under any hedging obligations and for the purpose of protecting the Issuer or any of its subsidiaries from fluctuations in interest rates, currencies or commodity prices and not for speculation;
(5)
any security created to secure indebtedness of the Issuer or any subsidiary with a maturity of one year or less used by the Issuer for working capital, provided that the aggregate amount of outstanding indebtedness at any time incurred pursuant to this Condition 3(a)(5) (together with any refinancing thereof) does not exceed S$20,000,000 (or its equivalent in other currencies); and
(6)
any other security created or permitted to subsist, the terms of which have been approved by the Noteholders by an Extraordinary Resolution (as defined in the Trust Deed).
Financial Covenants The Issuer has covenanted with the Trustee in the Trust Deed that for so long as any of the Notes or Coupons remains outstanding, it will ensure that: (i)
the Consolidated Tangible Net Worth will not at any time be less than Rp. 2,000,000,000,000;
(ii)
the ratio of Consolidated Total Debt to Consolidated Total Equity shall not at any time exceed 1.50:1; and
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(iii) the ratio of Consolidated Secured Debt to Consolidated Total Assets shall not at any time exceed 0.50:1. For the purposes of these Conditions: (1)
“Consolidated Secured Debt” means at any particular time, the portion of Consolidated Total Debt secured by any security interest over any asset of the Group;
(2)
“Consolidated Tangible Net Worth” means the amount (expressed in Rupiah) for the time being, calculated in accordance with generally accepted accounting principles in Indonesia, equal to the aggregate of: (A) the amount paid up or credited as paid up on the issued share capital of the Issuer; and (B) the amounts standing to the credit of the capital and revenue reserves (including capital redemption reserve fund, revaluation reserves and profit and loss account) of the Group on a consolidated basis, all as shown in the then latest audited consolidated balance sheet of the Group but after: (aa) making such adjustments as may be appropriate in respect of any variation in the issued and paid up share capital and the capital and revenue reserves set out in paragraph (B) above of the Group since the date of the latest audited consolidated balance sheet of the Group; (bb) excluding any sums set aside for future taxation; (cc) deducting: (I)
an amount equal to any distribution by any member of the Group out of profits earned prior to the date of the latest audited consolidated balance sheet of the Group and which have been declared, recommended or made since that date except so far as provided for in such balance sheet and/or paid or due to be paid to members of the Group;
(II)
all goodwill and other intangible assets; and
(III) any debit balances on consolidated profit and loss account; and (dd) excluding any amount attributable to minority interests; (3)
“Consolidated Total Assets” means, at any particular time, the consolidated amount of the book values of all the assets of the Group, determined as assets in accordance with generally accepted accounting principles in Indonesia;
(4)
“Consolidated Total Debt” means an amount (expressed in Rupiah) for the time being, calculated on a consolidated basis, in accordance with generally accepted accounting principles in Indonesia, equal to the aggregate of (and where such aggregate amount falls to be calculated, no amount shall be taken into account more than once in the same calculation): (A) bank overdrafts and all other indebtedness in respect of any borrowed moneys (as defined in the Trust Deed);
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(B) the principal amount of any notes or any bonds or debentures of any member of the Group whether issued for cash or a consideration other than cash (including the liabilities of the Issuer under the Trust Deed or the Notes); (C) guarantees on moneys borrowed by members of the Group to the extent that such underlying debt are not consolidated in the Group’s balance sheet; and (D) any redeemable preference shares issued by any member of the Group and which is regarded by generally accepted accounting principles in Indonesia as debt or other liability of the Group; (5)
“Consolidated Total Equity” means the amount (expressed in Rupiah) for the time being, calculated in accordance with generally accepted accounting principles in Indonesia, equal to the aggregate of: (A) the amount paid up or credit as paid up on the issued share capital of the Issuer; and (B) the amounts standing to the credit of the capital and revenue reserves (including profit and loss account) of the Group on a consolidated basis, all as shown in the then latest audited consolidated balance sheet of the Group but after: (aa) making such adjustments as may be appropriate in respect of any variation in the issue and paid up share capital and the capital and revenue reserves set out in paragraph (B) above of the Group since the date of the latest audited consolidated balance sheet of the Group; and (bb) deducting:
(6) (c)
(I)
an amount equal to any distribution by any member of the Group out of profits earned prior to the date of the latest audited consolidated balance sheet of the Group and which have been declared, recommended or made since that date except so far as provided for in such balance sheet and/or paid or due to be paid to members of the Group; and
(II)
any debit balances on consolidated profit and loss account; and
“Group” means the Issuer and its subsidiaries.
Non-Disposal Covenant (i)
The Issuer has covenanted with the Trustee in the Trust Deed that so long as any of the Notes remains outstanding, it will not, and will ensure that none of its subsidiaries will (whether by a single transaction or a number of related or unrelated transactions and whether at one time or over a period of time) consummate an Asset Sale unless: (1)
no Potential Event of Default or Event of Default (each as defined in the Trust Deed) has occurred and is continuing or would occur as a result of such Asset Sale;
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(2)
the consideration received by the disposing entity is at least equal to the fair market value (being the price that would be paid in an arm’s length transaction between an informed and willing seller under no compulsion to sell and informed and willing buyer under no compulsion to buy) of the assets which are the subject of such Asset Sale;
(3)
such Asset Sale is in the ordinary course of business at arm’s length and on normal commercial terms;
(4)
at least 75.0 per cent. of the consideration received for such Asset Sale consists of cash. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Group’s most recent consolidated balance sheet, of the Issuer or any member of the Group (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Issuer or, as the case may be, such member of the Group from further liability; and (B) any securities, notes or other obligations received by the Issuer or any member of the Group from such transferee that are promptly, but in any event within 30 days of the date of receipt of such securities, notes or obligations, converted by the Issuer or, as the case may be, such member of the Group into cash, to the extent of the cash received in that conversion; and
(5)
(ii)
the financial covenants set out in Condition 3(b) will be complied with after giving effect to such proposed Asset Sale and (if applicable) any application of the proceeds thereof towards the repayment of Senior Debt.
The cash proceeds of an Asset Sale permitted under Condition 3(c)(i) that are not, within 360 days after the receipt of such proceeds, applied to: (1)
permanently repay Senior Debt of any member of the Group (and, if such Senior Debt repaid is revolving credit Debt, to correspondingly reduce commitments with respect thereto) owing to a person other than a member of the Group;
(2)
acquire or make capital expenditures in respect of properties and assets (other than current assets) that will be used in the Permitted Businesses; or
(3)
making Temporary Cash Investments pending application of such cash proceeds as set forth in sub-paragraphs (1) and (2) above,
(the “Excess Proceeds”) shall be carried forward and accumulated. When accumulated Excess Proceeds exceeds S$10,000,000 (or its equivalent in other currencies), the Issuer must within 10 business days thereof make an offer to purchase Notes in accordance with Condition 5(e)(iii).
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For the purposes of these Conditions: (A) “Asset Sale” means the sale, transfer, conveyance or disposal of any assets, but excluding any combination of the following: (aa) any sale, transfer, conveyance or disposal of inventory, receivables and other current assets (including land and other properties under development for sale, developed land and completed properties for sale), but excluding the Designated Assets, in the ordinary course of business; (bb) any exchange of assets for other assets which are comparable or superior as to value and quantity; (cc) any disposal or sale on normal commercial terms of assets which are obsolete, excess or no longer required for the purposes of its business; (dd) any disposal or sale on normal commercial terms of assets to the Issuer or to a Principal Subsidiary; (ee) leases of investment properties in the ordinary course of business and on normal commercial terms; (ff)
any payment of cash consideration for the acquisition of any asset in the ordinary course of business;
(gg) any disposal of Pusat Grosir Jatinegara or any assets classified as inventory in the Issuer’s financial statements in the ordinary course of business and on normal commercial terms; (hh) issuance of equity interests by a Principal Subsidiary to the Issuer or to another Principal Subsidiary or issuance of equity interests by any other subsidiary of the Issuer to a subsidiary of the Issuer (other than a Principal Subsidiary); (ii)
any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;
(jj)
the granting of security not prohibited by Condition 3(a); and
(kk) any disposal approved by the Noteholders by way of an Extraordinary Resolution. (B) “Debt” means all indebtedness of the Group in respect of: (aa) the principal amount of any notes, bonds or debentures of any member of the Group whether issued for cash or a consideration other than cash; (bb) indebtedness in respect of any derivative transactions entered into in connection with protection against or benefit from fluctuation in any rate or price; (cc) all indebtedness whatsoever of the Group for borrowed moneys; and
34
(dd) any redeemable preference shares issued by any member of the Group and which is regarded by generally acceptable accounting principles in Indonesia as debt or other liability of the Group; (C) “Designated Assets” means (aa) Icon Tower II, the Icon Towers podium and the nine floors of Icon Tower I to be operated as a hotel, which are built on 25,732 square metres of land under Certificate of Right to Build No. 728 and No. 729 owned by the Issuer; (bb) Plaza Chase, which is built on 11,800 square metres of land under Certificate of Right to Build No. 812, No. 813 and No. 814 owned by the Issuer; (cc) Citywalk, which is built on 13,041 square metres of land under Certificate of Right to Build No. 447 owned by the Issuer and (dd) Holiday Inn & Suites, which is built on 13,060 square metres of land under Certificate of Right to Build over Right to Manage No. 1251 and Certificate of Right to Build No. 842, No. 671 and No. 698 owned by the Issuer; (D) “Permitted Businesses” means the businesses in which the Group is engaged as at the date of the Trust Deed, together with any other business activities ancillary or reasonably related thereto; and (E) “Senior Debt” means all Debt other than (aa) Debt which is, in the instrument creating or evidencing such Debt, expressed to be junior in right of payment to the Notes, (bb) Debt owed to any member of the Group, (cc) trade payables and (dd) Debt incurred in violation of any of the Transaction Documents (as defined in the Trust Deed). (F)
“Temporary Cash Investments” means any of the following: (aa) direct obligations of the United States of America, Singapore or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America, Singapore or any agency thereof, in each case maturing within one year; (bb) demand or time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organised under the laws of the United States or any state thereof, the United Kingdom, Hong Kong or Singapore, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of US$500 million (or its equivalent in other currencies) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognised statistical rating organization or any money market fund sponsored by a registered broker dealer or mutual fund distributor; (cc) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in paragraph (aa) above entered into with a bank or trust company meeting the qualifications described in paragraph (bb) above; (dd) commercial paper, maturing within 180 days of the date of acquisition thereof, issued by a corporation (other than an affiliate of the Issuer) organised and in existence under the laws of the United States, any state thereof or any foreign country recognised by the United States
35
with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s Investor Service (“Moody’s”) or “A-1” (or higher) according to Standard & Poor’s Rating Services (“S&P”); (ee) securities maturing within one year of the date of acquisition thereof, issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s; (ff)
any mutual fund that has at least 95 per cent. of its assets continuously invested in investments of the types described in paragraphs (aa) through (ee) above;
(gg) demand or time deposit accounts, certificates of deposit and money market deposits with (i) PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Mandiri (Persero) Tbk, PT Bank Central Asia Tbk and PT Bank Internasional Indonesia (Persero) Tbk, (ii) PT Bank QNB Kesawan Tbk, PT Bank Pan Indonesia Tbk (PT Bank Panin Tbk), PT Permata Bank Tbk, PT Bank Victoria International Tbk and PT Bank Mega Tbk, (iii) any other bank or trust company organised under the laws of the Republic of Indonesia whose long-term debt rating by Moody’s or S&P is rated as high or higher than any of those banks listed in sub-paragraph (i) of this paragraph (gg) or (iv) any other bank organised under the laws of the Republic of Indonesia; provided that, in the case of sub-paragraph (iv), such deposits do not exceed S$7.5 million (or its equivalent in other currencies) with any single bank or S$30.0 million (or its equivalent in other currencies) in the aggregate, at any date of determination thereafter; (d)
Dividend Restriction The Issuer has covenanted with the Trustee in the Trust Deed that so long as any of the Notes or Coupons remains outstanding, it will not pay any dividend, whether in cash or in specie, reduce its capital or make any other distribution to its shareholders (i) while any interest or principal on any of the Notes is overdue and unpaid, (ii) if an Event of Default occurs and has not been waived or (iii) if such payment, reduction in capital or distribution, when aggregated with all other payments, reductions in capital and distributions paid in that financial year, exceeds 50 per cent. of its Net Income per Annum for the previous financial year. For the purposes of this Condition 3(d), “Net Income per Annum” means, in respect of a financial year, the profit of the Issuer after deduction of all expenses, finance costs and taxes in that financial year.
(e)
Limitation on the Group’s Business Activities The Issuer has covenanted with the Trustee in the Trust Deed that it will not, and will not permit any Principal Subsidiary to, directly or indirectly, engage in any business other than a Permitted Business, provided however, that the Issuer or any Principal Subsidiary may own Capital Stock (as defined in Condition 5(b)(iii)) of a subsidiary or joint venture or other entity that is engaged in a business other than a Permitted Business as long as any investment therein was not prohibited by the Transaction Documents.
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4.
RATE OF INTEREST
(I)
INTEREST ON FIXED RATE NOTES (a)
Interest Rate and Accrual Each Fixed Rate Note bears interest on its Calculation Amount (as defined in Condition 4(II)(e)) from the Interest Commencement Date (as defined in Condition 4(II)(e)) in respect thereof and as shown on the face of such Note at the rate per annum (expressed as a percentage) equal to the Interest Rate shown on the face of such Note payable in arrear on each Interest Payment Date or Interest Payment Dates shown on the face of such Note in each year and on the Maturity Date shown on the face of such Note if that date does not fall on an Interest Payment Date. The first payment of interest will be made on the Interest Payment Date next following the Interest Commencement Date (and if the Interest Commencement Date is not an Interest Payment Date, will amount to the Initial Broken Amount shown on the face of such Note), unless the Maturity Date falls before the date on which the first payment of interest would otherwise be due. If the Maturity Date is not an Interest Payment Date, interest from the preceding Interest Payment Date (or from the Interest Commencement Date, as the case may be) to the Maturity Date will amount to the Final Broken Amount shown on the face of the Note. Interest will cease to accrue on each Fixed Rate Note from the due date for redemption thereof unless, upon due presentation and subject to the provisions of the Trust Deed, payment of the Redemption Amount shown on the face of the Note is improperly withheld or refused, in which event interest at such rate will continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 4(I) and the Agency Agreement to the Relevant Date (as defined in Condition 7(b)).
(b)
Calculations In the case of a Fixed Rate Note, interest in respect of a period of less than one year will be calculated on the Day Count Fraction shown on the face of such Note.
(II)
INTEREST ON FLOATING RATE NOTES OR VARIABLE RATE NOTES (a)
Interest Payment Dates Each Floating Rate Note or Variable Rate Note bears interest on its Calculation Amount from the Interest Commencement Date in respect thereof and as shown on the face of such Note, and such interest will be payable in arrear on each interest payment date (“Interest Payment Date”). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Date(s) or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which (save as mentioned in these Conditions) falls the number of months specified as the Interest Period on the face of the Note (the “Specified Number of Months”) after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date (and which corresponds numerically with such preceding Interest Payment Date or the Interest Commencement Date, as the case may be), provided that the Agreed Yield (as defined in Condition 4(II)(c)) in respect of any Variable Rate Note for any Interest Period (as defined below) relating to that Variable Rate Note shall be payable on the first day of that Interest Period. If any Interest Payment Date referred to in these Conditions that is specified to be subject to adjustment in accordance with a
37
Business Day Convention would otherwise fall on a day that is not a business day (as defined below), then if the Business Day Convention specified is (1) the Floating Rate Business Day Convention, such date shall be postponed to the next day which is a business day unless it would thereby fall into the next calendar month, in which event (i) such date shall be brought forward to the immediately preceding business day and (ii) each subsequent such date shall be the last business day of the month in which such date would have fallen had it not been subject to adjustment, (2) the Following Business Day Convention, such date shall be postponed to the next day that is a business day, (3) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a business day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding business day or (4) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding business day. The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is herein called an “Interest Period”. Interest will cease to accrue on each Floating Rate Note or Variable Rate Note from the due date for redemption thereof unless, upon due presentation and subject to the provisions of the Trust Deed, payment of the Redemption Amount is improperly withheld or refused, in which event interest will continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 4(II) and the Agency Agreement to the Relevant Date. (b)
Rate of Interest - Floating Rate Notes (i)
Each Floating Rate Note bears interest at a floating rate determined by reference to a Benchmark as stated on the face of such Floating Rate Note, being (in the case of Notes which are denominated in Singapore Dollars) SIBOR (in which case such Note will be a SIBOR Note) or Swap Rate (in which case such Note will be a Swap Rate Note) or in any other case (or in the case of Notes which are denominated in a currency other than Singapore Dollars) such other Benchmark as is set out on the face of such Note. Such floating rate may be adjusted by adding or subtracting the Spread (if any) stated on the face of such Note. The “Spread” is the percentage rate per annum specified on the face of such Note as being applicable to the rate of interest for such Note. The rate of interest so calculated shall be subject to Condition 4(V)(a). The rate of interest payable in respect of a Floating Rate Note from time to time is referred to in these Conditions as the “Rate of Interest”.
(ii)
The Rate of Interest payable from time to time in respect of each Floating Rate Note will be determined by the Calculation Agent on the basis of the following provisions: (1)
in the case of Floating Rate Notes which are SIBOR Notes: (A) the Calculation Agent will, at or about the Relevant Time on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period which
38
shall be the offered rate for deposits in Singapore Dollars for a period equal to the duration of such Interest Period which appears on the Reuters Screen ABSIRFIX01 Page under the caption “ABS SIBOR FIX - SIBOR AND SWAP OFFER RATES - RATES AT 11:00 HRS SINGAPORE TIME” and under the column headed “SGD SIBOR” (or such other replacement page thereof for the purpose of displaying SIBOR or such other Screen Page as may be provided hereon) and as adjusted by the Spread (if any); (B) if on any Interest Determination Date no such rate appears on the Reuters Screen ABSIRFIX01 Page under the column headed “SGD SIBOR” (or such other replacement page thereof or if no rate appears on such other Screen Page as may be provided hereon) or if the Reuters Screen ABSIRFIX01 Page (or such other replacement page thereof or such other Screen Page as may be provided hereon) is unavailable for any reason, the Calculation Agent will request the principal Singapore offices of each of the Reference Banks to provide the Calculation Agent with the rate at which deposits in Singapore Dollars are offered by it at approximately the Relevant Time on the Interest Determination Date to prime banks in the Singapore interbank market for a period equivalent to the duration of such Interest Period commencing on such Interest Payment Date in an amount comparable to the aggregate principal amount of the relevant Floating Rate Notes. The Rate of Interest for such Interest Period shall be the arithmetic mean (rounded up, if necessary, to four decimal places) of such offered quotations and as adjusted by the Spread (if any), as determined by the Calculation Agent; (C) if on any Interest Determination Date two but not all the Reference Banks provide the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be determined in accordance with (B) above on the basis of the quotations of those Reference Banks providing such quotations; and (D) if on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotations, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to four decimal places) of the rates quoted by the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about the Relevant Time on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the aggregate principal amount of the relevant Floating Rate Notes for such Interest Period by whatever means they determine to be most appropriate and as adjusted by the Spread (if any) or if on such Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with such quotation, the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to four decimal places) of the prime lending rates for Singapore Dollars quoted by the Reference Banks at or about the Relevant Time on such Interest Determination Date and as adjusted by the Spread (if any);
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(2)
in the case of Floating Rate Notes which are Swap Rate Notes: (A) the Calculation Agent will, at or about the Relevant Time on the relevant Interest Determination Date in respect of each Interest Period, determine the Rate of Interest for such Interest Period as being the rate which appears on the Reuters Screen ABSFIX01 Page under the caption “SGD SOR rates as of 11:00hrs London Time” under the column headed “SGD SOR” (or such replacement page thereof for the purpose of displaying the swap rates of leading reference banks) at or about the Relevant Time on such Interest Determination Date and for a period equal to the duration of such Interest Period and as adjusted by the Spread (if any); (B) if on any Interest Determination Date no such rate is quoted on Reuters Screen ABSFIX01 Page (or such other replacement page as aforesaid) or Reuters Screen ABSFIX01 Page (or such other replacement page as aforesaid) is unavailable for any reason, the Calculation Agent will determine the Rate of Interest for such Interest Period as being the rate (or, if there is more than one rate which is published, the arithmetic mean of those rates (rounded up, if necessary, to four decimal places)) for a period equal to the duration of such Interest Period published by a recognised industry body where such rate is widely used (after taking into account the industry practice at that time), or by such other relevant authority as the Calculation Agent may select; and (C) if on any Interest Determination Date the Calculation Agent is otherwise unable to determine the Rate of Interest under paragraphs (A) and (B) above, the Rate of Interest shall be determined by the Calculation Agent to be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to four decimal places) of the rates quoted by the Singapore offices of the Reference Banks or those of them (being at least two in number) to the Calculation Agent at or about the Relevant Time on such Interest Determination Date as being their cost (including the cost occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed on them by any relevant authority or authorities) of funding, for the relevant Interest Period, an amount equal to the aggregate principal amount of the relevant Floating Rate Notes for such Interest Period by whatever means they determine to be most appropriate and as adjusted by the Spread (if any), or if on such day one only or none of the Singapore offices of the Reference Banks provides the Calculation Agent with such quotation, the Rate of Interest for the relevant Interest Period shall be the rate per annum equal to the arithmetic mean (rounded up, if necessary, to four decimal places) of the prime lending rates for Singapore Dollars quoted by the Singapore offices of the Reference Banks at or about 11.00 a.m. (Singapore time) on such Interest Determination Date and as adjusted by the Spread (if any); and
40
(3)
in the case of Floating Rate Notes which are not SIBOR Notes or Swap Rate Notes or which are denominated in a currency other than Singapore Dollars, the Calculation Agent will determine the Rate of Interest in respect of any Interest Period at or about the Relevant Time on the Interest Determination Date in respect of such Interest Period as follows: (A) if the Primary Source (as defined below) for the Floating Rate is a Screen Page (as defined below), subject as provided below, the Rate of Interest in respect of such Interest Period shall be: (aa) the Relevant Rate (as defined below) (where such Relevant Rate on such Screen Page is a composite quotation or is customarily supplied by one entity); or (bb) the arithmetic mean of the Relevant Rates of the persons whose Relevant Rates appear on that Screen Page, in each case appearing on such Screen Page at the Relevant Time on the Interest Determination Date, and as adjusted by the Spread (if any); (B) if the Primary Source for the Floating Rate is Reference Banks or if paragraph (b)(ii)(3)(A)(aa) applies and no Relevant Rate appears on the Screen Page at the Relevant Time on the Interest Determination Date or if paragraph (b)(ii)(3)(A)(bb) applies and fewer than two Relevant Rates appear on the Screen Page at the Relevant Time on the Interest Determination Date, subject as provided below, the Rate of Interest shall be the rate per annum which the Calculation Agent determines to be the arithmetic mean (rounded up, if necessary, to four decimal places) of the Relevant Rates that each of the Reference Banks is quoting to leading banks in the Relevant Financial Centre (as defined below) at the Relevant Time on the Interest Determination Date and as adjusted by the Spread (if any); and (C) if paragraph (b)(ii)(3)(B) applies and the Calculation Agent determines that fewer than two Reference Banks are so quoting Relevant Rates, the Rate of Interest shall be the Rate of Interest determined on the previous Interest Determination Date.
(iii) On the last day of each Interest Period, the Issuer will pay interest on each Floating Rate Note to which such Interest Period relates at the Rate of Interest for such Interest Period. (iv) For the avoidance of doubt, in the event that the Rate of Interest in relation to any Interest Period is less than zero, (subject to any applicable Minimum Rate of Interest) the Rate of Interest in relation to such Interest Period shall be equal to zero.
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(c)
Rate of Interest - Variable Rate Notes (i)
Each Variable Rate Note bears interest at a variable rate determined in accordance with the provisions of this paragraph (c). The interest payable in respect of a Variable Rate Note on the first day of an Interest Period relating to that Variable Rate Note is referred to in these Conditions as the “Agreed Yield” and the rate of interest payable in respect of a Variable Rate Note on the last day of an Interest Period relating to that Variable Rate Note is referred to in these Conditions as the “Rate of Interest”.
(ii)
The Agreed Yield or, as the case may be, the Rate of Interest payable from time to time in respect of each Variable Rate Note for each Interest Period shall, subject as referred to in paragraph (c)(iv) below, be determined as follows: (1)
not earlier than 9.00 a.m. (Singapore time) on the ninth business day nor later than 3.00 p.m. (Singapore time) on the third business day prior to the commencement of each Interest Period, the Issuer and the Relevant Dealers (as defined below) shall endeavour to agree on the following: (A) whether interest in respect of such Variable Rate Note is to be paid on the first day or the last day of such Interest Period; (B) if interest in respect of such Variable Rate Note is agreed between the Issuer and the Relevant Dealers to be paid on the first day of such Interest Period, an Agreed Yield in respect of such Variable Rate Note for such Interest Period (and, in the event of the Issuer and the Relevant Dealers so agreeing on such Agreed Yield, the Rate of Interest for such Variable Rate Note for such Interest Period shall be zero); and (C) if interest in respect of such Variable Rate Note is agreed between the Issuer and the Relevant Dealers to be paid on the last day of such Interest Period, a Rate of Interest in respect of such Variable Rate Note for such Interest Period (an “Agreed Rate”) and, in the event of the Issuer and the Relevant Dealers so agreeing on an Agreed Rate, such Agreed Rate shall be the Rate of Interest for such Variable Rate Note for such Interest Period; and
(2)
if the Issuer and the Relevant Dealers shall not have agreed either an Agreed Yield or an Agreed Rate in respect of such Variable Rate Note for such Interest Period by 3.00 p.m. (Singapore time) on the third business day prior to the commencement of such Interest Period, or if there shall be no Relevant Dealers during the period for agreement referred to in (1) above, the Rate of Interest for such Variable Rate Note for such Interest Period shall automatically be the rate per annum equal to the Fall Back Rate (as defined below) for such Interest Period.
(iii) The Issuer has undertaken to the Principal Paying Agent and the Calculation Agent that it will as soon as possible after the Agreed Yield or, as the case may be, the Agreed Rate in respect of any Variable Rate Note is determined but not later than 10.30 a.m. (Singapore time) on the next following business day after the business day during which the Agreed Yield or, as the case may be, the Agreed Rate per such Variable Rate Note is determined, the relevant Paying Agent and the Calculation Agent of the Agreed Yield or, as the case may be, the Agreed Rate for such Variable Rate Note for such Interest Period.
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In addition, the Issuer will, as soon as possible after a request from any Noteholder, cause such Agreed Yield or, as the case may be, Agreed Rate for such Variable Rate Note to be notified by the relevant Paying Agent to the relevant Noteholder. (iv) For the purposes of sub-paragraph (ii) above, the Rate of Interest for each Interest Period for which there is neither an Agreed Yield nor Agreed Rate in respect of any Variable Rate Note or no Relevant Dealers in respect of the Variable Rate Note(s) shall be the rate (the “Fall Back Rate”) determined by reference to a Benchmark as stated on the face of such Variable Rate Note(s), being (in the case of Variable Rate Notes which are denominated in Singapore Dollars) SIBOR (in which case such Variable Rate Note(s) will be SIBOR Note(s)) or Swap Rate (in which case such Variable Rate Note(s) will be Swap Rate Note(s)) or (in any other case or in the case of Variable Rate Notes which are denominated in a currency other than Singapore Dollars) such other Benchmark as is set out on the face of such Variable Rate Note(s). Such rate may be adjusted by adding or subtracting the Spread (if any) stated on the face of such Variable Rate Note. The “Spread” is the percentage rate per annum specified on the face of such Variable Rate Note as being applicable to the rate of interest for such Variable Rate Note. The rate of interest so calculated shall be subject to Condition 4(V)(a). The Fall Back Rate payable from time to time in respect of each Variable Rate Note will be determined by the Calculation Agent in accordance with the provisions of Condition 4(II)(b)(ii) (mutatis mutandis) and references therein to “Rate of Interest” shall mean “Fall Back Rate”. (v)
If interest is payable in respect of a Variable Rate Note on the first day of an Interest Period relating to such Variable Rate Note, the Issuer will pay the Agreed Yield applicable to such Variable Rate Note for such Interest Period on the first day of such Interest Period. If interest is payable in respect of a Variable Rate Note on the last day of an Interest Period relating to such Variable Rate Note, the Issuer will pay the Interest Amount for such Variable Rate Note for such Interest Period on the last day of such Interest Period.
(vi) For the avoidance of doubt, in the event that the Rate of Interest in relation to any Interest Period is less than zero, (subject to any applicable Minimum Rate of Interest) the Rate of Interest in relation to such Interest Period shall be equal to zero. (d)
Minimum Rate of Interest If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period is determined in accordance with Condition 4(II)(b) or Condition 4(II)(c) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.
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(e)
Definitions As used in these Conditions: “Benchmark” means the rate specified as such in the applicable Pricing Supplement; “business day” means, in respect of each Note, (i) a day (other than a Saturday, Sunday or gazetted public holiday) on which Euroclear, Clearstream, Luxembourg and CDP, as applicable, are operating, (ii) a day (other than a Saturday, Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for general business in the country of the Principal Paying Agent’s specified office and (iii) (if a payment is to be made on that day) (1) (in the case of Notes denominated in Singapore Dollars) a day (other than a Saturday, Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for general business in Singapore and Jakarta, (2) (in the case of Notes denominated in euros) a day (other than a Saturday, Sunday or gazetted public holiday) on which the TARGET System is open for settlement in euros and (3) (in the case of Notes denominated in a currency other than Singapore Dollars and euros) a day (other than a Saturday, Sunday or gazetted public holiday) on which banks and foreign exchange markets are open for general business in Singapore and Jakarta, and the principal financial centre for that currency; “Calculation Agent” means, in relation to any Series of Notes, the person appointed as the calculation agent pursuant to the terms of the Agency Agreement or, as the case may be, the Calculation Agency Agreement as specified in the applicable Pricing Supplement; “Calculation Amount” means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof; “Day Count Fraction” means, in respect of the calculation of an amount of interest in accordance with Condition 4: (i)
if “Actual/Actual” is specified in the applicable Pricing Supplement, the actual number of days in (in the case of Fixed Rate Notes or Hybrid Notes during the Fixed Rate Period) the Fixed Rate Interest Period or (in the case of Floating Rate Notes, Variable Rate Notes or Hybrid Notes during the Floating Rate Period) the Interest Period divided by 365 (or, if any portion of that Fixed Rate Interest Period or, as the case may be, Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Fixed Rate Interest Period or, as the case may be, Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Fixed Rate Interest Period or, as the case may be, Interest Period falling in a non-leap year divided by 365);
(ii)
if “Actual/360” is specified in the applicable Pricing Supplement, the actual number of days in (in the case of Fixed Rate Notes or Hybrid Notes during the Fixed Rate Period) the Fixed Rate Interest Period or (in the case of Floating Rate Notes, Variable Rate Notes or Hybrid Notes during the Floating Rate Period) the Interest Period in respect of which payment is being made divided by 360; and
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(iii) if “Actual/365 (Fixed)” is specified in the applicable Pricing Supplement, the actual number of days in (in the case of Fixed Rate Notes or Hybrid Notes during the Fixed Rate Period) the Fixed Rate Interest Period or (in the case of Floating Rate Notes, Variable Rate Notes or Hybrid Notes during the Floating Rate Period) the Interest Period in respect of which payment is being made divided by 365; “Interest Commencement Date” means the Issue Date or such other date as may be specified as the Interest Commencement Date on the face of such Note; “Interest Determination Date” means, in respect of any Interest Period, that number of business days prior thereto as is set out in the applicable Pricing Supplement or on the face of the relevant Note; “Primary Source” means the Screen Page specified as such in the applicable Pricing Supplement and (in the case of any Screen Page provided by any information service other than the Bloomberg agency or the Reuters Monitor Money Rates Service (“Reuters”)) agreed to by the Calculation Agent; “Reference Banks” means the institutions specified as such in the applicable Pricing Supplement or, if none, three major banks selected by the Calculation Agent in the interbank market that is most closely connected with the Benchmark; “Relevant Currency” means the currency in which the Notes are denominated; “Relevant Dealers” means, in respect of any Variable Rate Note, the Dealers party to the Programme Agreement referred to in the Agency Agreement with whom the Issuer has concluded or is negotiating an agreement for the issue of such Variable Rate Note pursuant to the Programme Agreement; “Relevant Financial Centre” means, in the case of interest to be determined on an Interest Determination Date with respect to any Floating Rate Note or Variable Rate Note, the financial centre with which the relevant Benchmark is most closely connected or, if none is so connected, Singapore; “Relevant Rate” means the Benchmark for a Calculation Amount of the Relevant Currency for a period (if applicable or appropriate to the Benchmark) equal to the relevant Interest Period; “Relevant Time” means, with respect to any Interest Determination Date, the local time in the Relevant Financial Centre at which it is customary to determine bid and offered rates in respect of deposits in the Relevant Currency in the interbank market in the Relevant Financial Centre; “Screen Page” means such page, section, caption, column or other part of a particular information service (including, but not limited to, the Bloomberg agency and Reuters) as may be specified herein for the purpose of providing the Benchmark, or such other page, section, caption, column or other part as may replace it on that information service or on such other information service, in each case as may be nominated by the person or organisation providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Benchmark; and “TARGET System” means the Trans-European Automated Real-time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto.
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(III) INTEREST ON HYBRID NOTES (a)
Interest Rate and Accrual Each Hybrid Note bears interest on its Calculation Amount from the Interest Commencement Date in respect thereof and as shown on the face of such Note.
(b)
Fixed Rate Period (i)
In respect of the Fixed Rate Period shown on the face of such Note, each Hybrid Note bears interest on its Calculation Amount from the first day of the Fixed Rate Period at the rate per annum (expressed as a percentage) equal to the Interest Rate shown on the face of such Note payable in arrear on each Interest Payment Date or Interest Payment Dates shown on the face of the Note in each year and on the last day of the Fixed Rate Period if that date does not fall on an Interest Payment Date.
(ii)
The first payment of interest will be made on the Interest Payment Date next following the first day of the Fixed Rate Period (and if the first day of the Fixed Rate Period is not an Interest Payment Date, will amount to the Initial Broken Amount shown on the face of such Note), unless the last day of the Fixed Rate Period falls before the date on which the first payment of interest would otherwise be due. If the last day of the Fixed Rate Period is not an Interest Payment Date, interest from the preceding Interest Payment Date (or from the first day of the Fixed Rate Period, as the case may be) to the last day of the Fixed Rate Period will amount to the Final Broken Amount shown on the face of the Note.
(iii) Where the due date of redemption of any Hybrid Note falls within the Fixed Rate Period, interest will cease to accrue on the Note from the due date for redemption thereof unless, upon due presentation and subject to the provisions of the Trust Deed, payment of principal (or the Redemption Amount, as the case may be) is improperly withheld or refused, in which event interest at such rate will continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 4(III) and the Agency Agreement to the Relevant Date. (iv) In the case of a Hybrid Note, interest in respect of a period of less than one year will be calculated on the Day Count Fraction shown on the face of such Note during the Fixed Rate Period. (c)
Floating Rate Period (i)
In respect of the Floating Rate Period shown on the face of such Note, each Hybrid Note bears interest on its Calculation Amount from the first day of the Floating Rate Period, and such interest will be payable in arrear on each interest payment date (“Interest Payment Date”). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Date(s) or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which (save as mentioned in these Conditions) falls the number of months specified as the Interest Period on the face of the Note (the “Specified Number of Months”) after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the first day of the Floating Rate Period (and which corresponds numerically with such preceding Interest Payment Date or the first day of the Floating Rate Period, as the case may be). If any Interest Payment Date referred to in these Conditions that is
46
specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a business day, then if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day which is a business day unless it would thereby fall into the next calendar month, in which event (1) such date shall be brought forward to the immediately preceding business day and (2) each subsequent such date shall be the last business day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a business day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a business day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding business day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding business day. (ii)
The period beginning on (and including) the first day of the Floating Rate Period and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date is herein called an “Interest Period”.
(iii) Where the due date of redemption of any Hybrid Note falls within the Floating Rate Period, interest will cease to accrue on the Note from the due date for redemption thereof unless, upon due presentation thereof, payment of principal (or Redemption Amount, as the case may be) is improperly withheld or refused, in which event interest will continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 4(III) and the Agency Agreement to the Relevant Date. (iv) The provisions of Condition 4(II)(b) shall apply to each Hybrid Note during the Floating Rate Period as though references therein to Floating Rate Notes are references to Hybrid Notes. (IV) ZERO-COUPON NOTES Where a Note the Interest Basis of which is specified to be Zero-Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note (determined in accordance with Condition 5(h)). As from the Maturity Date, the rate of interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as defined in Condition 5(h)). (V) CALCULATIONS IN RESPECT OF FLOATING RATE NOTES, VARIABLE RATE NOTES AND HYBRID NOTES (a)
Determination of Rate of Interest and Calculation of Interest Amounts The Calculation Agent will, as soon as practicable after the Relevant Time on each Interest Determination Date determine the Rate of Interest and calculate the amount of interest payable (the “Interest Amounts”) in respect of each Calculation Amount of the relevant Floating Rate Notes, Variable Rate Notes or (where applicable) Hybrid Notes for the relevant Interest Period (including the first day, but excluding the last day, of such Interest Period). The amount of interest payable in respect of any such Note shall be calculated by multiplying the product of the Rate of Interest and the Calculation Amount, by the Day Count Fraction shown on the Note and
47
rounding the resultant figure to the nearest sub-unit of the Relevant Currency. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties. (b)
Notification The Issuer shall notify (if it is not practicable for the Calculation Agent to do so in the case of the first Interest Period), or the Calculation Agent (in the case of each Interest Period thereafter) will cause the Rate of Interest and the Interest Amounts for each Interest Period and the relevant Interest Payment Date to be notified to the relevant Paying Agent, the Trustee and the Issuer and (in the case of Floating Rate Notes and if the Issuer so requires) to be notified to Noteholders in accordance with Condition 15 as soon as possible after their determination but in no event later than the fourth business day thereafter. The Interest Amounts and the Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period by reason of any Interest Payment Date not being a business day. If the Floating Rate Notes, Variable Rate Notes or, as the case may be, Hybrid Notes become due and payable under Condition 9, the Rate of Interest and Interest Amounts payable in respect of the Floating Rate Notes, Variable Rate Notes or, as the case may be, Hybrid Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest and Interest Amounts need to be made unless the Trustee requires otherwise.
(c)
Determination or Calculation by the Trustee If the Calculation Agent does not at any material time determine or calculate the Rate of Interest for an Interest Period or any Interest Amount, the Trustee shall use reasonable efforts to procure the determination or calculation of the Rate of Interest for such Interest Period or Interest Amount. In doing so, the Trustee shall apply the foregoing provisions of this Condition 4, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects, it shall do so in such manner as it shall deem fair and reasonable in all the circumstances, and each such determination or calculation shall be deemed to have been made by the Calculation Agent.
(d)
Calculation Agent and Reference Banks The Issuer will procure that, so long as any Floating Rate Note, Variable Rate Note or Hybrid Note remains outstanding, there shall at all times be three Reference Banks (or such other number as may be required) and, so long as any Floating Rate Note, Variable Rate Note, Hybrid Note or Zero-Coupon Note remains outstanding, there shall at all times be a Calculation Agent. If any Reference Bank (acting through its relevant office) is unable or unwilling to continue to act as a Reference Bank or the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for any Interest Period or to calculate the Interest Amounts, the Issuer will appoint another bank with an office in the Relevant Financial Centre to act as such in its place. The Calculation Agent may not resign from its duties without a successor having been appointed as aforesaid.
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5.
REDEMPTION AND PURCHASE (a)
Redemption at Maturity Date Unless previously redeemed or purchased and cancelled as provided below, this Note will be redeemed at its Redemption Amount on the Maturity Date shown on its face (if this Note is shown on its face to be a Fixed Rate Note, Hybrid Note (during the Fixed Rate Period) or Zero-Coupon Note) or on the Interest Payment Date falling in the Redemption Month shown on its face (if this Note is shown on its face to be a Floating Rate Note, Variable Rate Note or Hybrid Note (during the Floating Rate Period)). So long as the Notes are listed on any Stock Exchange (as defined in the Trust Deed), the Issuer shall comply with the rules of such Stock Exchange in relation to the publication of any redemption of Notes.
(b)
Redemption at the Option of Noteholders (i)
General: If so provided hereon, the Issuer shall, at the option of the holder of any Note, redeem such Note on the date or dates so provided at its Redemption Amount, together with interest accrued to the date fixed for redemption. To exercise such option, the holder must deposit such Note (together with all unmatured Coupons) with the Principal Paying Agent at its specified office, together with a duly completed option exercise notice in the form obtainable from the Principal Paying Agent or the Issuer (as applicable) within the Noteholder’s Redemption Option Period shown on the face hereof. Any Note so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.
(ii)
Cessation or Suspension of Trading of the Shares of the Issuer: Following the occurrence of a Relevant Event (as defined below), the Issuer shall, at the option of the holder of any Note, redeem such Note on the Relevant Event Redemption Date (as defined below) at its Redemption Amount, together with interest accrued to the date fixed for redemption.
To exercise such option, the holder must deposit such Note (together with all unmatured Coupons) with the Principal Paying Agent at its specified office, together with a duly completed option exercise notice in the form obtainable from the Principal Paying Agent (“Relevant Event Redemption Notice”) by not later than 21 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 15. A Relevant Event Redemption Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent and the Issuer shall redeem the Notes which are the subject of the Relevant Event Redemption Notice as aforesaid on the Relevant Event Redemption Date. The Issuer shall, as soon as possible, but in any event within five (5) business days of a Relevant Event Occurrence Date (as defined below), give notice to the Trustee, the Principal Paying Agent and the Noteholders in accordance with Condition 15, which notice shall specify: (a)
the Relevant Event Occurrence Date;
(b)
the date by which the Relevant Event Redemption Notice must be given;
49
(c)
the date on which and the method by which the Redemption Amount will be paid;
(d)
the name and specified office of the Principal Paying Agent; and
(e)
such other information as the Trustee may require,
provided that any failure by the Issuer to give such notice shall not prejudice any Noteholder of such option. For the avoidance of doubt, the Trustee shall not be required to take any steps to ascertain whether a Relevant Event or any event which could lead to the occurrence of a Relevant Event has occurred and shall not be responsible or liable to Noteholders for any loss arising from any failure to do so. For the purposes of these Conditions: “market day” means a day on which the Indonesia Stock Exchange is open for securities trading. A “Relevant Event” occurs: (i)
when the shares of the Issuer cease to be listed or admitted to trading on the Indonesia Stock Exchange; or
(ii)
when trading in the shares of the Issuer on the Indonesia Stock Exchange is suspended for a period equal to or exceeding ten (10) consecutive market days, and “Relevant Event Occurrence Date”, in the case of (i) above means the date of cessation of listing or admission to trading on the Indonesia Stock Exchange and in the case of (ii) above means the date immediately following the expiry of the ten (10) market day period. “Relevant Event Redemption Date” shall be the date (or, if such date is not a business day, on the immediately preceding business day) falling 45 days after the Relevant Event Occurrence Date.
(iii) Change of Control Event: Following the occurrence of a Change of Control Event (as defined below) for any reason, the Issuer shall, at the option of the holder of any Note, redeem such Note at the CoC Event Redemption Date (as defined below) at its Redemption Amount, together with interest accrued to the date fixed for redemption. To exercise such option, the holder must deposit such Note (together with all unmatured Coupons) with the Principal Paying Agent at its specified office, together with a duly completed option exercise notice in the form obtainable from the Principal Paying Agent (“CoC Event Redemption Notice”) by not later than 21 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 15. A CoC Event Redemption Notice, once delivered, shall be irrevocable and may not be withdrawn without the Issuer’s consent and the Issuer shall redeem the Notes which are the subject of the CoC Event Redemption Notice as aforesaid on the CoC Event Redemption Date.
50
The Issuer shall, as soon as possible, but in any event within five (5) business days of a CoC Event Occurrence Date (as defined below), give notice to the Trustee, the Principal Paying Agent and the Noteholders in accordance with Condition 15, which notice shall specify: (a)
the CoC Event Occurrence Date;
(b)
the date by which the CoC Event Redemption Notice must be given;
(c)
the date on which and the method by which the Redemption Amount (including any applicable premium) will be paid;
(d)
the name and specified office of the Principal Paying Agent; and
(e)
such other information as the Trustee may require,
provided that any failure by the Issuer to give such notice shall not prejudice any Noteholder of such option. For the avoidance of doubt, the Trustee shall not be required to take any steps to ascertain whether a Change of Control Event has occurred and shall not be responsible or liable to Noteholders for any loss arising from any failure to do so. For the purposes of these Conditions: “Affliliate” means, with respect to any Person, any other Person (i) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; (ii) who is a director, commissioner or officer of such Person or any subsidiary of such Person or of any Person referred to in limb (i) of this definition; or (iii) who is a spouse or any person cohabiting as a spouse, child, parent, brother, sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew or niece of a Person described in limbs (i) and (ii). For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. “Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Issue Date or issued thereafter, including, without limitation, all common stock and preferred stock, but excluding debt securities convertible into such equity. A “Change of Control Event” means the occurrence of one or more of the following events: (i)
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than to one or more Permitted Holders;
(ii)
the Issuer consolidates with, or merges with or into, any Person (other than one or more Permitted Holders), or any person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other
51
Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction is converted into or exchanged for (or continues as) Voting Stock of the surviving or transferee Person constituting a majority of the outstanding shares of Voting Stock of such surviving or transferee person (immediately after giving effect to such issuance) and in substantially the same proportion as before the transaction; (iii) (a) the Permitted Holders cease to be the beneficial owner, directly or indirectly, of at least 40 per cent. in the aggregate of the voting power of the Voting Stock of the Issuer, or (b) any Person or group other than the Permitted Holders, becomes the beneficial owner, directly or indirectly, of a larger percentage of the voting power of such Voting Stock than the Permitted Holders; or (iv) individuals who on the Issue Date constituted the Board of Directors (together with any new directors whose election was approved by a vote of at least a majority of the members of the Board of Directors then in office who were members of the Board of Directors on Issue Date or whose election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office. “CoC Event Occurrence Date” shall be the date on which the Change of Control Event has occurred. “CoC Event Redemption Date” shall be the date (or, if such date is not a business day, on the immediately preceding business day) falling 45 days after the CoC Event Occurrence Date. “Permitted Holders” means any or all of the following: (i)
Hartadi Angkosubroto;
(ii)
any spouse, child or step-child, parent or step-parent, brother, sister, step-brother or step-sister of the person named in sub-paragraph (i);
(iii) any Affiliate (other than an Affiliate as defined in limb (ii) of the definition of “Affiliate”) of the person specified in sub-paragraph (i); (iv) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned 80 per cent. by Persons specified in sub-paragraphs (i) and (ii). “Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organisation or government or any agency or political subdivision thereof. “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.
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(c)
Redemption at the Option of the Issuer If so provided hereon, the Issuer may, on giving irrevocable notice to the Noteholders falling within the Issuer’s Redemption Option Period shown on the face hereof, redeem all or, if so provided, some of the Notes at their Redemption Amount or integral multiples thereof, and on the date or dates so provided. Any such redemption of Notes shall be at their Redemption Amount, together with interest accrued to the date fixed for redemption. The Issuer shall notify the Principal Paying Agent or the Non-CDP Paying Agent (as the case may be) and the Trustee of any early redemption at least five (5) business days prior to the latest date on which the Issuer is to give notice to the Noteholders in accordance with the Conditions. All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition 5(c). In the case of a partial redemption of the Notes, the notice to Noteholders shall also contain the certificate numbers of the Notes to be redeemed, which shall have been drawn by or on behalf of the Issuer in such place and in such manner as may be fair and reasonable in the circumstances, taking into account prevailing market practices, subject to compliance with any applicable laws. So long as the Notes are listed on any Stock Exchange, the Issuer shall comply with the rules of such Stock Exchange in relation to the publication of any redemption of such Notes.
(d)
Purchase at the Option of the Issuer If so provided hereon, the Issuer shall have the option to purchase all or any of the Fixed Rate Notes, Floating Rate Notes, Variable Rate Notes or Hybrid Notes at their Redemption Amount on any date on which interest is due to be paid on such Notes and the Noteholders shall be bound to sell such Notes to the Issuer accordingly. To exercise such option, the Issuer shall give irrevocable notice to the Noteholders within the Issuer’s Purchase Option Period shown on the face hereof. Such Notes may be held, resold or surrendered to the Principal Paying Agent for cancellation. The Notes so purchased, while held by or on behalf of the Issuer, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Conditions 9, 10 and 11. In the case of a purchase of some only of the Notes, the notice to Noteholders shall also contain the certificate numbers of the Notes to be purchased, which shall have been drawn by or on behalf of the Issuer in such place and in such manner as may be agreed between the Issuer and the Trustee, subject to compliance with any applicable laws. So long as the Notes are listed on any Stock Exchange, the Issuer shall comply with the rules of such Stock Exchange in relation to the publication of any purchase of Notes.
(e)
Purchase at the Option of Noteholders (i)
Each Noteholder shall have the option to have all or any of his Variable Rate Notes purchased by the Issuer at their Redemption Amount on any Interest Payment Date and the Issuer will purchase such Variable Rate Notes accordingly. To exercise such option, a Noteholder shall deposit any Variable Rate Notes to be purchased with the Principal Paying Agent at its specified office together with all Coupons relating to such Variable Rate Notes which mature after the date fixed for purchase, together with a duly completed option
53
exercise notice in the form obtainable from the Principal Paying Agent within the Noteholders’ VRN Purchase Option Period shown on the face hereof. Any Variable Rate Notes so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. Such Variable Rate Notes may be held, resold or surrendered to the Principal Paying Agent for cancellation. The Variable Rate Notes so purchased, while held by or on behalf of the Issuer, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Conditions 9, 10 and 11. (ii)
If so provided hereon, each Noteholder shall have the option to have all or any of his Fixed Rate Notes, Floating Rate Notes or Hybrid Notes purchased by the Issuer at their Redemption Amount on any date on which interest is due to be paid on such Notes and the Issuer will purchase such Notes accordingly. To exercise such option, a Noteholder shall deposit any Notes to be purchased with the Principal Paying Agent at its specified office together with all Coupons relating to such Notes which mature after the date fixed for purchase, together with a duly completed option exercise notice in the form obtainable from the Principal Paying Agent within the Noteholders’ Purchase Option Period shown on the face hereof. Any Notes so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. Such Notes may be held, resold or surrendered to the Principal Paying Agent for cancellation. The Notes so purchased, while held by or on behalf of the Issuer, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Conditions 9, 10 and 11.
(iii) In the event that there are Excess Proceeds exceeding S$10,000,000 (or its equivalent in other currencies) pursuant to Condition 3(c)(ii), the Issuer shall within ten business days of such accumulation notify the Noteholders thereof and shall make an Offer to Purchase Notes of all Series in an aggregate principal amount equal to the Excess Proceeds. Excess Proceeds shall be applied by the Issuer in and towards payment of the purchase price for Notes of all Series tendered for purchase on a pro rata basis and, in respect of each Series of Notes, on a pro rata basis between the Notes tendered for purchase. For the purposes of these Conditions, “Offer to Purchase” means an offer to purchase Notes of all Series by the Issuer from the Noteholders commenced by the Issuer notifying the Noteholders in accordance with Condition 15 of such offer (the “Excess Proceeds Notice”), which shall state: (1)
the purchase price and the date of purchase (which shall be a business day no earlier than 30 days nor later than 60 days from the date of such Excess Proceeds Notice) (the “Excess Proceeds Purchase Payment Date”);
(2)
that any Note not tendered will continue to accrue interest pursuant to its terms;
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(3)
that, unless the Issuer defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Excess Proceeds Purchase Payment Date; and
(4)
the ISIN number (if any) of the Notes.
The offer price in any Offer to Purchase will be equal to the Redemption Amount of the Notes plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any proceeds remain after consummation of an Offer to Purchase, the Issuer may use those proceeds for any purpose not otherwise prohibited by the Transaction Documents. If the aggregate principal amount of Notes tendered in such Offer to Purchase exceeds the amount of such proceeds, the Notes to be purchased shall be purchased on a pro rata basis and will reduce the outstanding principal amount of each purchased Note with effect from the date of such payment. To exercise such option or accept the Issuer’s offer to purchase Notes, a Noteholder shall deposit any Notes to be purchased with the Principal Paying Agent at its specified office together with all Coupons relating to such Notes, together with a duly completed option exercise notice in the form obtainable from the Principal Paying Agent no later than 14 days from the date of the Excess Proceeds Notice. Any Notes so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer. Such Notes may be held, resold or surrendered to the Principal Paying Agent for cancellation. The Notes so purchased, while held by or on behalf of the Issuer, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Conditions 9, 10 and 11. On the Excess Proceeds Purchase Payment Date, the Issuer shall accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase. The Issuer will publicly announce the results of an Offer to Purchase as soon as practicable after the Excess Proceeds Purchase Payment Date. The Issuer will comply with any other securities laws and regulations thereunder to the extent such laws and regulations are applicable, in the event that the Issuer is required to repurchase Notes pursuant to an Offer to Purchase. The Offer to Purchase is required to contain or incorporate by reference information concerning the business of the Issuer and the Group which the Issuer in good faith believes will assist such Noteholders to make an informed decision with respect to the Offer to Purchase, including a brief description of the events requiring the Issuer to make the Offer to Purchase, and any other information required by applicable law to be included therein. The Offer to Purchase is required to contain all instructions and materials necessary to enable such Noteholders to tender Notes pursuant to the Offer to Purchase.
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(f)
Redemption for Taxation Reasons If so provided hereon, the Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date or, if so specified hereon, at any time on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their Redemption Amount or (in the case of Zero-Coupon Notes) Early Redemption Amount (as determined in accordance with Condition 5(h)) (together with interest accrued to (but excluding) the date fixed for redemption), if (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7, or increase the payment of such additional amounts, as a result of any change in, or amendment to, the laws (or any regulations, rulings or other administrative pronouncements promulgated thereunder) of Indonesia or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations, rulings or other administrative pronouncements, which change or amendment is made public on or after the Issue Date or any other date specified in the Pricing Supplement, and (ii) such obligations cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due; and provided further that where any such requirement to pay additional amounts is due to taxes of Indonesia or any political subdivision or any authority thereof or therein having power to tax, this Condition (if so provided hereon) shall only have effect to permit the Notes to be redeemed in the event that the rate of withholding or deduction in respect of which additional amounts are required is in excess of 20.0 per cent. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent and the Trustee a certificate signed by two directors or one director and one authorised signatory of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal, tax or other professional advisors of recognised standing to the effect that the Issuer has or is likely to become obliged to pay such additional amounts as a result of such change or amendment.
(g)
Purchases The Issuer or any of its subsidiaries may at any time purchase Notes at any price (provided that they are purchased together with all unmatured Coupons relating to them) in the open market or otherwise, provided that in any such case such purchase or purchases is in compliance with all relevant laws, regulations and directives. Notes purchased by the Issuer or any of its subsidiaries may be surrendered by the purchaser through the Issuer to the Principal Paying Agent for cancellation or may at the option of the Issuer or relevant subsidiaries be held or resold. For the purposes of (i) ascertaining the right to attend and vote, and the determination of a quorum, at any meeting of the Noteholders, (ii) the determination of how many Notes are outstanding for the purposes of Clause 9.2, Clause 27 and Schedule 4 of the Trust Deed and Conditions 9, 10 and 11, (iii) the exercise of any discretion, power or authority which the Trustee is required, expressly or impliedly to exercise in or by reference to the interests of the Noteholders and (iv) the certification (where relevant) by the Trustee as to whether any event, circumstance, matter or thing is in its opinion materially prejudicial to the interests of the Noteholders, those Notes which are beneficially held by, or are held on behalf of, the Issuer or any of its subsidiaries shall (unless and until ceasing to be so held) be deemed not to remain outstanding.
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For the purposes of these Conditions, “directive” includes any present or future directive, regulation, request, requirement, rule or credit restraint programme of any relevant agency, authority, central bank department, government, legislative, minister, ministry, official public or statutory corporation, self-regulating organisation, or stock exchange. (h)
Early Redemption of Zero-Coupon Notes (i)
The Early Redemption Amount payable in respect of any Zero-Coupon Note, the Early Redemption Amount of which is not linked to an index and/or formula, upon redemption of such Note pursuant to Condition 5(f) or upon it becoming due and payable as provided in Condition 9, shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified hereon.
(ii)
Subject to the provisions of Condition 5(h)(iii), the Amortised Face Amount of any such Note shall be the scheduled Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually.
(iii) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 5(f) or upon it becoming due and payable as provided in Condition 9 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in Condition 5(h)(ii), except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this Condition 5(h)(iii) will continue to be made (as well after as before judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Redemption Amount of such Note on the Maturity Date together with any interest which may accrue in accordance with Condition 4(IV). Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown on the face of such Note. (i)
Cancellation All Notes purchased by or on behalf of the Issuer or any of its subsidiaries may be surrendered for cancellation by surrendering each such Note together with all unmatured Coupons to the Principal Paying Agent at its specified office and, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Coupons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold.
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6.
PAYMENTS (a)
Principal and Interest Payments of principal (or, as the case may be, Redemption Amounts) and interest in respect of the Notes will, subject as mentioned below, be made against presentation and surrender of the relevant Notes or Coupons, as the case may be, at the specified office of the Principal Paying Agent by a cheque drawn in the currency in which that payment is due on, or, at the option of the holders, by transfer to an account maintained by the payee in that currency with a bank in the principal financial centre for that currency or, in the case of euro, in a city in which banks have access to the TARGET System.
(b)
Payments subject to law etc. All payments are subject in all cases to (i) any applicable fiscal or other laws, regulations and directives in the place of payment, but without prejudice to the provisions of Condition 7 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) as amended or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.
(c)
Appointment of Agents The Principal Paying Agent and the Non-CDP Paying Agent initially appointed by the Issuer and their respective specified offices are listed below. The Issuer reserves the right at any time to vary (subject to the consent of the relevant Agents) or terminate the appointment of the Principal Paying Agent and/or the Non-CDP Paying Agent and/or the Calculation Agent in accordance with the terms of the Agency Agreement and to appoint additional or other Paying Agents, provided that it will at all times maintain (i) a Principal Paying Agent or, as the case may be, a Non-CDP Paying Agent having a specified office in Singapore and (ii) a Calculation Agent where the Conditions so require. Notice of any such change or any change of any specified office will promptly be given by the Issuer to the Noteholders in accordance with Condition 15. Subject to the provisions of the Agency Agreement, the Agency Agreement may be amended by the Issuer, the Paying Agents, the Calculation Agent and the Trustee, without the consent of any Noteholder or Couponholder, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein or in any manner which the Issuer, the Paying Agents and the Trustee may mutually deem necessary or desirable and which does not, in the opinion of the Issuer, the Paying Agents and the Trustee, adversely affect the interests of the Noteholders and the Couponholders. Any such amendment shall be binding on the Noteholders and the Couponholders.
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(d)
Unmatured Coupons (i)
Fixed Rate Notes and Hybrid Notes should be surrendered for payment together with all unmatured Coupons (if any) relating to such Notes (and, in the case of Hybrid Notes, relating to interest payable during the Fixed Rate Period), failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal due) will be deducted from the Redemption Amount due for payment. Any amount so deducted will be paid in the manner mentioned above against surrender of such missing Coupon within a period of five (5) years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 8).
(ii)
Subject to the provisions of the relevant Pricing Supplement upon the due date for redemption of any Floating Rate Note, Variable Rate Note or Hybrid Note, unmatured Coupons relating to such Note (and, in the case of Hybrid Notes, relating to interest payable during the Floating Rate Period) (whether or not attached) shall become void and no payment shall be made in respect of them.
(iii) Where any Floating Rate Note, Variable Rate Note or Hybrid Note is presented for redemption without all unmatured Coupons relating to it (and, in the case of Hybrid Notes, relating to interest payable during the Floating Rate Period), redemption shall be made only against the provision of such indemnity as the Issuer may require. (iv) If the due date for redemption or repayment of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Note. (e)
Non-business days Subject as provided in the relevant Pricing Supplement and/or in these Conditions, if any date for the payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day and shall not be entitled to any further interest or other payment in respect of any such delay.
(f)
Default Interest If on or after the due date for payment of any sum in respect of the Notes, payment of all or any part of such sum is not made against due presentation of the Notes or, as the case may be, the Coupons, the Issuer shall pay interest on the amount so unpaid from such due date up to the day of actual receipt by the relevant Noteholders or, as the case may be, Couponholders (as well after as before judgment) at a rate per annum equal to two per cent. per annum above (in the case of a Fixed Rate Note or a Hybrid Note during the Fixed Rate Period) the Interest Rate applicable to such Note, (in the case of a Floating Rate Note or a Hybrid Note during the Floating Rate Period) the Rate of Interest applicable to such Note or (in the case of a Variable Rate Note) the variable rate by which the Agreed Yield applicable to such Note is determined or, as the case may be, the Rate of Interest applicable to such Note, or in the case of a Zero-Coupon Note, as provided for in the relevant Pricing Supplement. So long as the default continues then such rate shall be re-calculated on the same basis at intervals of such duration as the Principal Paying Agent may
59
select, save that the amount of unpaid interest at the above rate accruing during the preceding such period shall be added to the amount in respect of which the Issuer is in default and itself bear interest accordingly. Interest at the rate(s) determined in accordance with this paragraph shall be calculated on the Day Count Fraction shown on the face of such Note and the actual number of days elapsed, shall accrue on a daily basis and shall be immediately due and payable by the Issuer. 7.
TAXATION (a)
Payment after Withholding All payments in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of Indonesia or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such deduction or withholding been required, except that no such additional amounts shall be payable in respect of any Note or Coupon presented for payment: (i)
by or on behalf of a holder who is subject to such Taxes by reason of his being connected with Indonesia otherwise than by reason only of the holding of such Note or Coupon or the receipt of any sums due in respect of such Note or Coupon (including, without limitation, the holder being a resident of, or a permanent resident in, Indonesia);
(ii)
more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amounts on presenting the same for payment on the last day of such period of 30 days; or
(iii) any withholding tax imposed or deduction required pursuant to any agreements described in Section 1471(b) of the Code or otherwise imposed pursuant to Section 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach to thereto. (b)
Interpretation As used in these Conditions, “Relevant Date” in respect of any Note or Coupon means the date on which payment in respect thereof first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date falling seven days after that on which notice is duly given to the Noteholders in accordance with Condition 15 that, upon further presentation of the Note or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon presentation, and references to “principal” shall be deemed to include any premium payable in respect of the Notes, all Redemption Amounts, Early Redemption Amounts and all other amounts in the nature of principal payable pursuant to Condition 5, “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4 and any reference to “principal” and/or “premium” and/or “Redemption Amounts” and/or “interest” and/or “Early Redemption Amounts” shall be deemed to include any additional amounts which may be payable under these Conditions.
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8.
PRESCRIPTION The Notes and Coupons shall become void unless presented for payment within five (5) years from the appropriate Relevant Date for payment.
9.
EVENTS OF DEFAULT If any of the following events (“Events of Default”) occurs, the Trustee at its discretion may (but is not obliged to), and if so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall, in each case, subject to it being indemnified and/or secured and/or pre-funded to its satisfaction, give notice in writing to the Issuer that the Notes are immediately repayable, whereupon the Redemption Amount of such Notes or (in the case of Zero-Coupon Notes) the Early Redemption Amount of such Notes together with accrued interest to the date of payment shall become immediately due and payable: (a)
the Issuer does not pay any sum in respect of principal or premium (if any) payable by it under any of the Notes when due or the Issuer does not pay any sum in respect of interest or other amounts payable by it under any of the Notes and such default continues for a period of 3 business days after the due date;
(b)
the Issuer fails to perform or observe any one or more of its obligations, (other than the payment obligation referred to in Condition 9(a)) under any of the Transaction Documents (as defined in the Trust Deed) or any of the Notes and, if that default is capable of remedy, it is not remedied within 21 days of the Trustee giving written notice to the Issuer of the failure to perform or observe and requiring the same to be remedied;
(c)
any representation, warranty or statement made by the Issuer in any of the Transaction Documents or any of the Notes or in any document delivered under any of the Transaction Documents or any of the Notes is not complied with in any respect or is or proves to have been incorrect in any respect when made or deemed repeated and, if the event or circumstances resulting in such non-compliance or incorrectness is capable of remedy, it is not remedied with 21 days of the Trustee giving written notice to the Issuer of such non-compliance or incorrect representation, warranty or statement and requiring the circumstances resulting in such non-compliance or incorrectness to be remedied;
(d)
(i)
(I) any other present or future indebtedness of the Issuer or any of its Principal Subsidiaries in respect of borrowed money is or is declared to be or is capable of being rendered due and payable before its stated maturity by reason of any actual or potential default, event of default or the like (however described), (II) any such indebtedness of the Issuer or any of its Principal Subsidiaries in respect of borrowed money is not paid when due or within any originally applicable grace period specified in any agreement relating to that indebtedness; or
(ii)
the Issuer or any of its Principal Subsidiaries fails to pay when properly called upon to do so any guarantee of indebtedness for borrowed moneys,
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provided however that no Event of Default will occur under this paragraph d(i) or d(ii) unless and until the aggregate amount of the indebtedness in respect of which one or more of the events mentioned above in this paragraph (d)(i) and (d)(ii) has/have occurred equals or exceeds S$10,000,000 or its equivalent in other currency or other currencies; (e)
the Issuer or any of its Principal Subsidiaries ceases or threatens to cease to carry on all or substantially all of the Permitted Businesses other than in accordance with Condition 3(c);
(f)
(i)
any step, corporate action or legal proceeding is taken with a view to the winding-up of the Issuer or any of its Principal Subsidiaries (in the case of a Principal Subsidiary only, except for the purposes of and followed by a reconstruction, amalgamation, reorganisation or consolidation on terms approved by the Noteholders by way of an Extraordinary Resolution) or for the appointment of a liquidator (including a provisional liquidator), receiver, judicial manager, trustee, administrator, agent or similar officer of the Issuer or any of its Principal Subsidiaries or over all or any material part of the assets of the Issuer or any of its Principal Subsidiaries; or
(ii)
a receiver, trustee, administrator, agent or similar officer of the Issuer or any of its Principal Subsidiaries or over all or any material part of the assets of the Issuer or any of its Principal Subsidiaries is appointed;
(g)
the Issuer or any of its Principal Subsidiaries is (or is deemed by law or a court to be) insolvent or unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or any material part of its indebtedness, begins negotiations or takes any other proceeding for the deferral, rescheduling or other readjustment of all or any material part of its indebtedness (or of any part which it will otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or scheme or composition with or for the benefit of its creditors or a moratorium is agreed or declared in respect of or affecting all or any material part of its indebtedness;
(h)
a distress, attachment or execution or other legal process is levied, enforced or sued out on or against all or any part of the assets of the Issuer or any of its Principal Subsidiaries and it is not discharged within 21 days;
(i)
any security on or over the whole or any part of the assets of the Issuer or any of its Principal Subsidiaries becomes enforceable provided however that no Event of Default will occur under this Condition 9(i) unless and until the aggregate amount of the indebtedness secured by any security in respect of which one or more of the events mentioned in this Condition 9(i) has/have occurred equals or exceeds S$10,000,000 or its equivalent in any other currency or currencies;
(j)
any step is taken by any person acting under the authority of any national, regional or local government with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or any material part of the assets of the Issuer or any of its Principal Subsidiaries;
(k)
any action, condition or thing (including the obtaining of any necessary consent) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under each of the Transaction Documents to which it is a party and the Notes, (ii) to ensure that those obligations are valid, legally binding and enforceable, (iii) to ensure that those obligations rank and will at all times rank in accordance with
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Condition 2 or (iv) to make the Transaction Documents and the Notes admissible in evidence in the courts of Singapore is not taken, fulfilled or done, or any such consent ceases to be in full force and effect without modification or any condition in or relating to any such consent is not complied with (unless that consent or condition is no longer required or applicable); (l)
it is or will become unlawful or illegal for the Issuer to observe, perform or comply with any one or more of its obligations under any of the Notes or any Transaction Document to which it is a party;
(m) any Transaction Document or any of the Notes ceases or is claimed by the Issuer to cease at any time and for any reason to constitute legal and valid obligations of the Issuer, binding upon it in accordance with its terms; (n)
any litigation, arbitration or administrative proceeding (other than those of a frivolous or vexatious nature which are contested in good faith and discharged within 21 days of their commencement) is current or pending against the Issuer or any of its Principal Subsidiaries (i) to restrain the entry into, exercise of any of the rights and/or the performance or enforcement of or compliance with any of the obligations of the Issuer under the Transaction Documents or any of the Notes or (ii) which has or could reasonably be expected to have a material adverse effect on the Issuer or the Group;
(o)
any event occurs which, under the laws of any relevant jurisdiction, has in the Trustee’s opinion, an analogous or equivalent effect to any of the events referred to in Condition 9(f), (g), (h), (i) or (j); or
(p)
the Issuer or any of its Principal Subsidiaries is declared by the Minister of Finance to be a declared company under the provisions of Part IX of the Companies Act (as defined in the Trust Deed).
In these Conditions: “Principal Subsidiary” means (1) PT Banten Energy International, (2) PT Duta Hotel Manajemen and/or (3) any subsidiary of the Issuer: (aa) whose profits before tax, as shown by the accounts of such subsidiary (consolidated in the case of a company which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, are at least five per cent. of the profits before tax of the Group as shown by such audited consolidated accounts; or (bb) whose total assets, as shown by the accounts of such subsidiary (consolidated in the case of a company which itself has subsidiaries), based upon which the latest audited consolidated accounts of the Group have been prepared, are at least five per cent. of the total assets of the Group as shown by such audited consolidated accounts, provided that if any such subsidiary (the “transferor”) shall at any time transfer the whole or a substantial part of its business, undertaking or assets to another subsidiary or the Issuer (the “transferee”) then: (I)
if the whole of the business, undertaking and assets of the transferor shall be so transferred, the transferor shall thereupon cease to be a Principal Subsidiary and the transferee (unless it is the Issuer) shall thereupon become a Principal Subsidiary; and
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(II)
if a substantial part only of the business, undertaking and assets of the transferor shall be so transferred, the transferor shall remain a Principal Subsidiary and the transferee (unless it is the Issuer) shall thereupon become a Principal Subsidiary.
Any subsidiary which becomes a Principal Subsidiary by virtue of (I) above or which remains or becomes a Principal Subsidiary by virtue of (II) above shall continue to be a Principal Subsidiary until the earlier of the date of issue of (1) the first audited consolidated accounts of the Group prepared as at a date later than the date of the relevant transfer which show the profits before tax or (as the case may be) total assets as shown by the accounts of such subsidiary (consolidated in the case of a company which itself has subsidiaries), based upon which such audited consolidated accounts have been prepared, to be less than five per cent. of the consolidated profits before tax or (as the case may be) total assets of the Group, as shown by such audited consolidated accounts or (2) a report by the Auditors described below dated on or after the date of the relevant transfer which shows the profits before tax or (as the case may be) total assets of such subsidiary to be less than five per cent. of the consolidated profits before tax or (as the case may be) total assets of the Group. A report prepared for the purposes of (1) or (2) above by the Auditors (as defined in the Trust Deed), who shall also be responsible for producing any pro-forma accounts required for the above purposes, that in their opinion a subsidiary is or is not a Principal Subsidiary shall, in the absence of manifest error, be conclusive. “subsidiary” means, in relation to any person, any company, corporation, trust, fund or other entity (whether or not a body corporate): (i)
which is controlled, directly or indirectly, by that person; or
(ii)
more than half of the issued share capital or interest of which is beneficially owned, directly or indirectly, by that person; or
(iii) which is a subsidiary of any company, corporation, trust, fund or other entity (whether or not a body corporate) to which paragraph (i) or (ii) above applies, and, for these purposes, a company, corporation, trust, fund or other entity (whether or not a body corporate) shall be treated as being controlled by a person if that person is able to direct its affairs and/or to control the composition of its board of directors or equivalent body. 10. ENFORCEMENT At any time after an Event of Default has occurred or after the Notes shall have become due and payable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to enforce repayment of the Notes, together with accrued interest, but it shall not be bound to take any such proceedings unless (a) it shall have been so requested in writing by the holders of not less than 25 per cent. in principal amount of the Notes outstanding or so directed by an Extraordinary Resolution of the Noteholders and (b) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction. No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound to do so, fails or neglects to do so within a reasonable period and such failure or neglect shall be continuing.
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11. MEETING OF NOTEHOLDERS AND MODIFICATIONS (a)
The Trust Deed contains provisions for convening meetings of Noteholders of a Series to consider any matter affecting their interests, including modification by Extraordinary Resolution of the Notes of such Series (including these Conditions insofar as the same may apply to such Notes) or any of the provisions of the Trust Deed.
(b)
The Trustee or the Issuer at any time may, and the Trustee upon the request in writing by Noteholders holding not less than 10 per cent. of the principal amount of the Notes of any Series for the time being outstanding and after being indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses shall, convene a meeting of the Noteholders of that Series. An Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders of the relevant Series (save where provided to the contrary in the Trust Deed and these Conditions), whether present or not and on all relevant Couponholders, except that any Extraordinary Resolution proposed, inter alia, (i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the principal amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates of interest or the basis for calculating any amount of interest in respect of the Notes, (iv) to vary the currency or currencies of payment or denomination of the Notes, (v) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, (vi) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution or (vii) to vary any method of, or basis for, calculating the Redemption Amount or the Early Redemption Amount including the calculation of the Amortised Face Amount, will only be binding if passed at a meeting of the Noteholders of the relevant Series (or at any adjournment thereof) at which a special quorum (provided for in the Trust Deed) is present.
(c)
The Trustee may agree, without the consent of the Noteholders or Couponholders, to (i) any modification of any of the provisions of the Trust Deed or any of the other Transaction Documents which in the opinion of the Trustee is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of Singapore law or is required by Euroclear and/or Clearstream, Luxembourg and/or the CDP and/or any other clearing system in which the Notes may be held and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed or any of the other Transaction Documents which is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders. Any such modification, waiver or authorisation shall be binding on the Noteholders and the Couponholders and, if the Trustee so requires, such modification, waiver or authorisation shall be notified to the Noteholders as soon as practicable.
(d)
In connection with the exercise of its functions (including, without limitation, any modification, waiver, authorisation determination or substitution), the Trustee shall have regard to the interests of the Noteholders as a class but shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders or any interests arising from circumstances particular to individual Noteholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose
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domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders. (e)
These Conditions may be amended, modified, or varied in relation to any Series of Notes by the terms of the relevant Pricing Supplement in relation to such Series.
(f)
For the purpose of ascertaining the right to attend and vote at any meeting of the Noteholders convened for the purpose of and in relation to Conditions 9, 10 and 11 and Clauses 9.2 and 27 of, and Schedule 4 to, the Trust Deed, those Notes (if any) which are beneficially held by, or are held on behalf of the Issuer, and any of its subsidiaries and not cancelled shall (unless and until ceasing to be so held) be disregarded when determining whether the requisite quorum of such meeting has been met and any votes cast or purported to be cast at such meeting in respect of such Notes shall be disregarded and be null and void.
12. REPLACEMENT OF NOTES AND COUPONS Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Principal Paying Agent (or at the specified office of such other Paying Agent as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to the Noteholders in accordance with Condition 15) upon payment by the claimant of the costs, expenses and duties incurred in connection with the replacement and on such terms as to evidence, undertaking, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note or Coupon is subsequently presented for payment, there will be paid to the Issuer on demand the amount payable by the Issuer in respect of such Note or Coupon) or otherwise as the Issuer may require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued. 13. FURTHER ISSUES Subject always to the Issuer’s obligations under the Trust Deed, the Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes of any Series and so that the same shall be consolidated and form a single Series with such Notes, and references in these Conditions to “Notes” shall be construed accordingly. 14. INDEMNIFICATION OF THE TRUSTEE AND ITS CONTRACTING WITH THE COMPANY The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction. The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer or the Group (or any of its subsidiaries) and to act as trustee of the holders of any other securities issued by, or relating to, the Issuer or the Group (or any of its subsidiaries) (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any
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such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders, and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith. The Trust Deed also provides that the Trustee will not be liable for, inter alia, any action taken or omitted by it except to the extent that a court of competent jurisdiction determines that the Trustee’s gross negligence, wilful default or fraud was the primary cause of any loss to the Noteholders, and that each Noteholder shall be solely responsible for making and continuing to make its own independent appraisal of and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Issuer, and the Trustee shall not at any time have any responsibility for the same and each Noteholder shall not rely on the Trustee in this respect thereof. 15. NOTICES Notices to the holders will be valid if published in a daily newspaper of general circulation in Singapore. It is expected that such publication will be made in The Business Times. Notices will, if published more than once or on different dates, be deemed to have been given on the date of the first publication in such newspaper as provided above. Couponholders shall be deemed for all purposes to have notice of the contents of any notice to the holders in accordance with this Condition 15. Until such time as any Definitive Notes are issued, there may, so long as the Global Note(s) is or are held in its or their entirety on behalf of CDP, or as the case may be, Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspapers the delivery of the relevant notice to (subject to the agreement of CDP) CDP, or as the case may be, Euroclear and/or Clearstream, Luxembourg for communication by it to the Noteholders, except that if the Notes are listed on the SGX-ST and the rules of such exchange so require, notice will in any event be published in accordance with the first paragraph. Any such notice shall be deemed to have been given to the Noteholders on the seventh day after the day on which the said notice was given to CDP, or as the case may be, Euroclear and/or Clearstream, Luxembourg. Notices to be given by any Noteholder pursuant hereto (including to the Issuer) shall be in writing and given by lodging the same, together with the relevant Note or Notes, with the Principal Paying Agent or Non-CDP Paying Agent. Whilst the Notes are represented by a Global Note, such notice may be given by any Noteholder to the Principal Paying Agent or, as the case may be, the Non-CDP Paying Agent through CDP, Euroclear and/or Clearstream, Luxembourg in such manner as the Principal Paying Agent or, as the case may be, the Non-CDP Paying Agent and CDP, Euroclear and/or Clearstream, Luxembourg may approve for this purpose. Notwithstanding the other provisions of this Condition, in any case where the identity and addresses of all the Noteholders are known to the Issuer, notices to such holders may be given individually by recorded delivery mail to such addresses and will be deemed to have been given two days from the date of despatch to the Noteholders.
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16. GOVERNING LAW AND JURISDICTION (a)
Governing Law The Trust Deed, the Notes and the Coupons are governed by, and shall be construed in accordance with, the laws of Singapore.
(b)
Jurisdiction The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed, the Notes or the Coupons, and accordingly, any legal action or proceedings (“Proceedings”) arising out of or in connection with the Trust Deed, the Notes or the Coupons may be brought in such courts. The Issuer has in the Trust Deed irrevocably submitted to the exclusive jurisdiction of such courts.
(c)
Waiver of Immunity The Issuer irrevocably agrees that, in any Proceedings arising out of or in connection with the Notes and the Coupons against it or any of its assets, no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from those Proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or in its behalf or with respect to its assets, any such immunity being irrevocably waived. The Issuer irrevocably agrees that the Issuer and its assets are, and shall be, subject to such Proceedings, attachment or execution in respect of its obligations under the Notes and the Coupons.
(d)
Service of Process The Issuer has appointed Accede Corporate Services Pte Ltd for the time being at 10 Anson Road #31-10 International Plaza, Singapore 079903 as its authorised agent to receive, for it and on its behalf, service of process in any Proceedings in Singapore. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Issuer). If for any reason such process agent ceases to be able to act as such or no longer has an address in Singapore, the Issuer shall forthwith appoint a substitute process agent and shall deliver to the Trustee a copy of the new agent’s acceptance of that appointment. Nothing shall affect the right to serve process in any manner permitted by law.
17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (CHAPTER 53B OF SINGAPORE) No person shall have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term or condition of this Note.
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18. ENGLISH TO PREVAIL To comply with Indonesian Law No. 24 of 2009 regarding Flag, Language, Coat of Arms, and National Anthem (“Law No. 24”), the Trust Deed and the Notes are executed in English and Bahasa Indonesian versions and both shall constitute authentic versions. Unless it is prohibited by any mandatory law or regulations, the English version will be controlling for all purposes and the Bahasa Indonesia version is prepared solely to comply with the requirements of Law No. 24. PRINCIPAL PAYING AGENT Deutsche Bank AG, Singapore Branch One Raffles Quay #16-00 South Tower Singapore 048583 NON-CDP PAYING AGENT Deutsche Bank AG, Hong Kong Branch Level 52, International Commerce Centre 1 Austin Road West, Kowloon Hong Kong
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RISK FACTORS Prior to making an investment or divestment decision, prospective investors in or existing holders of the Notes should carefully consider all of the information set forth in this Information Memorandum and any documents incorporated by reference herein, including the risk factors and uncertainties set out below, before making any investment. The risk factors set out below do not purport to be complete or comprehensive of all the risks that may be involved in the businesses of the Issuer or the Group or any decision to purchase, own or dispose of the Notes. Additional risks which the Issuer is currently unaware of may also impair the Issuer’s business, assets, financial condition, performance or prospects. If any of the following risk factors develops into actual events, the business, assets, financial condition, performance or prospects of the Issuer and/or the Group could be materially and adversely affected. In such cases, the abilities of the Issuer to comply with its obligations under the Trust Deed and the Notes may be adversely affected, and investors may lose all or part of their investments in the Notes. LIMITATIONS OF THIS INFORMATION MEMORANDUM This Information Memorandum does not purport to nor does it contain all information that a prospective investor in or existing holder of the Notes may require in investigating the Issuer or the Group, prior to making an investment or divestment decision in relation to the Notes issued under the MTN Programme. This Information Memorandum is not, and does not purport to be, investment advice. A prospective investor should make an investment in the Notes only after it has determined that such investment is suitable for its investment objectives. Determining whether an investment in the Notes is suitable is a prospective investor’s responsibility. Neither this Information Memorandum nor any other document or information (nor any part thereof) delivered or supplied under or in relation to the MTN Programme or the Notes (or any part thereof) is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Arranger or any of the Dealers that any recipient of this Information Memorandum or any such other document or information (or such part thereof) should subscribe for or purchase or sell any of the Notes. Each person receiving this Information Memorandum acknowledges that such person has not relied on the Issuer or its subsidiaries and/or associated companies (if any), the Arranger or any of the Dealers or any person affiliated with each of them in connection with its investigation of the accuracy or completeness of the information contained herein or of any additional information considered by it to be necessary in connection with its investment or divestment decision. Any recipient of this Information Memorandum contemplating subscribing for or purchasing or selling any of the Notes should determine for itself the relevance of the information contained in this Information Memorandum and any such other document or information (or such part thereof) and its investment or divestment should be, and shall be deemed to be, based solely upon its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and its subsidiaries and/or associated companies (if any), the terms and conditions of the Notes and any other factors relevant to its decision, including the merits and risks involved. A prospective investor should consult with its legal, tax and financial advisers prior to deciding to make an investment in the Notes. This Information Memorandum contains forward-looking statements. These forward-looking statements are based on a number of assumptions which are subject to uncertainties and contingencies, many of which are outside of the Issuer’s control. The forward-looking information in this Information Memorandum may prove inaccurate. Please see the section “Forward-Looking Statements” on page 10 of this Information Memorandum.
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RISKS ASSOCIATED WITH OUR BUSINESS All of our property developments and land bank are located in Indonesia, primarily in the central business district of Jakarta. As a result, we are significantly exposed to factors affecting the real estate sector in Jakarta and, to a certain extent, elsewhere within Indonesia The property market is cyclical and is significantly affected by changes in local and international economic conditions, including employment levels, availability of financing, interest rates, inflation, consumer confidence and demand for residential, commercial and industrial properties. Fluctuations in property prices and changes in demand for residential, commercial and industrial properties are also generally influenced by changes in political conditions in Indonesia. For example, the Jakarta property market experienced periods of significant decline in value commencing in late 1998 due to the Asian financial crisis, along with the social and political instability during that period. The acquisition of land for a project begins, and financial and other resources are committed, long before the project comes to market, which could occur at a time when the property market is depressed. Such a depression in the Indonesian property market, or any policies and measures which may be introduced by the Government could have a material adverse effect on our business, financial conditions, results of operations and prospects. The majority of our developments and planned developments are located, or planned to be located, in Jakarta. The success of our business is therefore heavily dependent on the continued growth of the residential, commercial and industrial property market in Jakarta and in Indonesia generally. Our business, financial condition, results of operations and prospects may be materially and adversely affected by any adverse development in the supply of or demand for property, property prices, or Government actions in Jakarta and its surrounding areas as well as elsewhere in Indonesia, including the rate at which infrastructure is developed in the surrounding locations where we have acquired land for development. Furthermore, due to our property leasing operations, our financial performance is also linked to economic conditions in the Indonesian rental market. The rental market has historically been, and may in the future be, adversely affected by certain factors, including increases in interest rates and inflation; weakness in the national, regional and local economies; excess supply of, or decrease in demand for, rental space in Jakarta and elsewhere in Indonesia; fluctuations in rental rates; inability to let out or renew leases when existing leases expire; delay or failure by tenants to pay rent; and inability to dispose of investment properties at market prices. In addition, our hospitality business will be dependent on domestic business travel, leisure travel and tourism, all of which may fluctuate and are dependent on domestic economic conditions. Any adverse developments in travel and tourism in Jakarta or in Indonesia generally, will materially and adversely affect our hospitality operations. Downturns in economic conditions may directly impact our occupancy rates and rental income. Any of the foregoing may have an adverse effect on our business, financial condition, results of operations and prospects. We are exposed to general risks associated with the ownership, development, sale and management of property We derive our revenues from the sale and leasing of property. As of 31 December 2014, we had a land bank of 6.4 hectares in Jakarta and 107.9 hectares in Banten on the island of Java. Property investments are generally illiquid and the ability of an owner or a developer to sell property assets on short notice is typically limited. As such, property assets may be required to be priced at a discount in order for such assets to be disposed of within a short period of time. Such illiquidity may also limit our flexibility in managing our portfolio in response to changes in the property market or general economic conditions. Our operations and business
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activities may also be affected by wars, terrorist attacks, riots, political instability, natural disasters and other events beyond our control, and changes in laws and regulations applicable to the property industry, which may affect our ability to sell our properties or result in an increase in operating expenses in order to ensure compliance. See “Risks Associated with our Business —Our business is subject to extensive Government regulation.” Any of the foregoing may have an adverse effect on our business, financial condition, results of operations and prospects. We developed and operate certain of our investment properties pursuant to build-operate-transfer (“BOT”) leases agreements and other similar arrangements, which do not provide us with title to the properties and require us to either renegotiate the terms of our operation of such properties or transfer such properties to third parties, in each case prior to a specified date We developed Plaza Bapindo, Plaza Great River and STIE Panjaitan pursuant to BOT arrangements with Bank Mandiri, Yayasan Dana Pensiun Perkebunan (Dapenbun) and PT Angkasa Puri, respectively, and we are developing the Hilton Garden Inn Ngurah Rai pursuant to a BOT contract with Induk Koperasi TNI Angkatan Udara Pukadara. We do not have legal or marketable title to such properties and we are subject to certain restrictions on our ability to transfer operation of the properties to other parties. In the case of Plaza Bapindo - Bank Mandiri Tower, the BOT agreement expired in May 2014 and we entered into a utilisation agreement to continue to manage the property through May 2016. In the case of Plaza Great River, the BOT agreement expired in 2013 and we entered into a long term lease with Dana Pensiun Perkebunan (Dapenbun) through June 2035. The buildings and hotel will revert to Bank Mandiri, Dana Pensiun Perkebunan (Dapenbun), PT Angkasa Puri and Induk Koperasi TNI Angkatan Udara Pukadara upon the expiration of the applicable BOT term in May 2016, June 2035, July 2021 and December 2030, respectively, unless we obtain rights to continue operating the property. Furthermore, we are required to pay a royalty fee to Bank Mandiri and PT Angkasa Puri, respectively, and, in the case of Plaza Bapindo — Bank Mandiri Tower, pursuant to the BOT agreement, Bank Mandiri is required to pay only service charges (but not rental charges) for approximately 29,213 square metres in Plaza Bapindo — Bank Mandiri Tower until the expiration of the BOT term. We are required to pay lease fees to Dana Pensiun Perkebunan (Dapenbun) with respect to Plaza Great River. In the case of Hilton Garden Inn Ngurah Rai, Induk Koperasi TNI Angkatan Udara Pukadara will be entitled to receive royalties and rental fees under the BOT agreement. There can be no assurance that we will be able to continue operating these properties following the expiration of the applicable BOT or lease term. While there are arguments under Indonesian law that we would have an interest in such developments, in cases where we develop properties on land that we do not own, including BOT and joint operating/development agreements, it is possible that we may not ultimately obtain title to the constructed property if the project or landowner is declared bankrupt or insolvent prior to our taking title to the constructed property upon its completion. During the years ended 31 December 2012, 2013 and 2014, we derived 21.7%, 26.6% and 16.0%, respectively, of our sales and operating revenue from Plaza Bapindo, 0.4%, 0.5% and 0.4%, respectively, of our sales and operating revenue from STIE Panjaitan; and 2.9%, 2.2% and 0.8%, respectively, of our sales and operating revenue from Plaza Great River. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.
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It is difficult to predict our future performance and manage our cash flows because the majority of our revenue is of a non-recurring nature and may fluctuate significantly from period to period due to various factors, including the timing of the pre-sale or sale of our projects, our revenue recognition policies, requirements under applicable law relating to the sale of real property, our accounting policies and factors beyond our control. Our results of operations and financial performance for a certain period may not be comparable to, or indicative of, those in future periods For the years ended 31 December 2012, 2013 and 2014, 56.0%, 48.9% and 67.3% of our revenues are attributable to sales of properties, which were non-recurring in nature. Our revenues, cost of sales, net income, financial condition and results of operations may vary or may fluctuate significantly from period to period in the future, depending on the number of properties within our developments that we make available for sale, the number of developments which we have launched for pre-sales, the market demand for such properties, the sale price and the total area of our properties that we deliver to our purchasers in the relevant financial period. The prices of our properties, and therefore our cash flows, may also experience significant fluctuations between the time we acquire the site and the time that we pre-sell or sell the properties developed on such site. It may, and often does, take several years from the acquisition of a site for development to the time we can pre-sell or sell our properties developed on such site to generate cash flow and revenue. A significant amount of our land bank was acquired over 10 years ago and remains undeveloped. Properties are relatively illiquid compared to other types of assets, and property prices tend to be volatile, particularly at times when the global and local economies experience significant changes. In addition, in accordance with prevailing Indonesian accounting standards, there will typically be a lapse of time between the time when a sales transaction for any property within our project is entered into and when the revenue from the pre-sale or sale of such property is recognised, due to the amount of time it takes for the project to be completed. We cannot predict with certainty the time of the completion of our property developments, and hence the time of our revenue recognition from any pre-sales or sales, as the time of completion of any property development will vary according to its construction timetable. Further, the completion of any project development may be adversely affected by many other factors, including adverse weather and natural conditions, as well as other factors beyond our control or other unforeseen events and circumstances. We recognise revenue from the sale of properties using the percentage-of-completion method provided that we have completed the building foundation of the property, all required conditions to commence construction have been met, we have received at least 20% of the purchase price and the buyer is unable to require the refund of the payment made and aggregate sales proceeds can be reasonably estimated. Under the percentage-of-completion method it is possible that, once we have received at least 20% of the purchase price, the amount of revenue recognised with respect to a property that we have sold may exceed the amount of cash that we have received with respect to such property, in which case we may be required to reverse the recognition of such revenue in a future period if we do not receive the scheduled payments with respect to such property. Furthermore, because recognition of revenue is tied to the percentage of completion, our operating cash flows may be negative even during periods in which we recognise positive earnings. A substantial amount of our cash outflow is attributable to project development costs, in particular land acquisition costs, and we have a limited ability to control these costs, as well as the timing of these costs, once the development of a project has commenced. If we experience a decrease in our revenues because we cannot sell our developed properties promptly, or due to factors such as global and local economic and property market conditions, we may not be able to raise the cash required to finance our development costs, and our
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business, financial condition, results of operations and prospects may be adversely affected as a result. For the year ended 31 December 2013, we had negative cash flows from operations of Rp. 85.5 billion (US$6.9 million). Due to the volatile nature of the revenue we generate from property development, the timing of pre-sale or sale of our properties, our revenue recognition policies and the nature of our project development costs and cash flows, the periods discussed in our financial statements included in this Information Memorandum may not be comparable to each other or other future periods. We plan to expand into several new business areas, including hotel ownership and development of industrial estates, that will require meaningful management, financial and operational resources, and we are developing our first projects outside Jakarta While we have derived substantially all of our historical revenues from the development, sale and lease of property in Jakarta, we plan to expand into several new business areas, including hotel ownership and industrial estate development. Our entry into these new business areas have required, and will continue to require, meaningful management, financial and operational resources and there can be no assurance that we will succeed in all, or any, of our new businesses. We are presently developing the Hilton Garden Inn Ngurah Rai in Bali and the Holiday Inn & Suites in Gajah Mada, Jakarta, each of which is expected to commence operations in 2015. We have no prior experience owning or operating a hotel and we are substantially reliant on hotel operators, Hilton and InterContinental, to operate these hotels. Our hotel management agreements with Hilton and InterContinental are each for an initial term of 15 years, which may be extended for up to two successive 10-year extensions upon our mutual agreement with Hilton or InterContinental, as the case may be. If we choose not to, or are unable to, renew our hotel management agreement with Hilton or InterContinental, we may not be able to enter into a similar agreement with another hotel operator on comparable terms, in which case we may be forced to either sell the hotel or manage it ourselves. Under such circumstance, it is unlikely that the relevant hotel could still be branded as a “Hilton” or “Holiday Inn” hotel (as the case may be) or benefit from any associated loyalty program or common booking system, any of which could adversely impact occupancy rates and average nightly room rates. We have location permits to acquire a total of 1,568 hectares at Banten in Java. We have not previously developed an industrial estate. There can be no assurance we will succeed in selling our industrial land lots and that any income we receive from this business will exceed our historical and planned investments. Furthermore, we have no prior experience developing properties in Bali or Banten. There can be no assurance that our lack of experience will not cause us to encounter problems in connection with acquiring land, engaging contractors, procuring and receiving delivery of raw materials, marketing of our properties, complying with laws and regulations, or any other aspect of our planned operations in these locations. If any of the foregoing risks materialise, such event could have a material adverse effect on our business, financial condition, results of operations and prospects. We plan to divest Pusat Grosir Jatinegara (“PGJ”) PGJ is a wholesale centre for mid-market traders comprising 29,130 square metres located in Jatinegara, East Jakarta, which we have operated since we completed it in 1995. We intend to divest this property. The property has been vacant since 2012 as we have allowed tenants’ leases to expire without renewal and we currently account for this property as inventory rather
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than as an investment property. The gain, if any, that we may realise upon divesting this property would be of a non-recurring nature and may cause our results of operations and financial performance for certain periods not to be comparable. There can be no assurance that we will succeed in divesting this property at a favourable price or at all, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Currency fluctuations could materially adversely affect our financial condition and results of operations We have exposure to foreign currency risk. For the years ended 31 December 2013 and 31 December 2014, 46.1% and 55.8%, respectively, of our sales and operating revenues were denominated in US dollars. We expect that a significant portion of our sales and operating revenue in future periods will be denominated in US dollars as we recognise revenue from the sale of office space at Sinarmas MSIG Tower, with respect to which the purchase price is denominated in US dollars, and upon the commencement of operations of the residential units for lease at La Maison, with respect to which our rental income is expected to be denominated in US dollars. Our sales of strata title office units at Icon Tower I are expected to be denominated in US dollars, while some or all of our sales and operating revenue from Icon Towers may also be denominated in US dollars. Furthermore, room rates at the Hilton Garden Inn in Bali and the Holiday Inn & Suites in Gajah Mada, Jakarta, may be benchmarked to US dollars. We may incur additional borrowings in US dollars or other foreign currencies. However, we currently derive and expect to derive a substantial portion of our income in Rupiah. Therefore, a decline in the value of the Rupiah against the US dollar or other foreign currencies would increase the Rupiah cost of paying for such financing costs and commodities and their value on our balance sheet. Recently, the Rupiah has declined substantially against the US dollar. For example, the Rupiah depreciated from Rp. 9,670 per US dollar as of 31 December 2012 to Rp. 12,189 per US dollar as of 31 December 2013 and further to Rp. 12,440 as of 31 December 2014. Any further adverse movements in foreign exchange rates may adversely affect our business, results of operations, financial condition and prospects. See “Exchange Rates and Exchange Controls” for further information on changes in the value of the Rupiah as measured against the US dollar in recent periods. Our business has, and will continue to have, substantial capital requirements and may require additional financing in the form of debt or equity to meet our expansion plan, and we may not be able to raise the required capital on favourable terms or at all Property development projects are typically capital intensive and require high levels of debt or equity financing. We may face cost overruns in the development of our projects, and the actual amount and timing of future capital requirements may materially differ from our estimates. If we decide or are required to meet these funding requirements through debt financing, our interest obligations will increase and we may be subject to additional restrictive covenants, including restrictions on our or our subsidiaries’ ability to incur additional debt, declare or pay dividends and make investments and other restricted payments, or create or incur liens or encumbrances. Our ability to arrange for external financing and the cost of such financing are dependent on numerous factors, including general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investors’ confidence in us, the success of our business, provisions of tax and securities laws that may be applicable to our efforts to raise capital, any restrictions imposed by Bank Indonesia on providing financing to companies operating in the property or hospitality sectors in Indonesia and political and economic conditions in Indonesia. On 7 July 1997, the Board of Directors of Bank Indonesia issued Decision No. 30/46/KEP/DIR/1997 on the Restriction of Credit Facility Granted by Commercial Banks to Finance Procurement and/or Processing of Land (Pembatasan Pemberian Kredit oleh Bank Umum untuk Pembiayaan Pengadaan dan/atau Pengolahan Tanah), as supplemented by
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Bank Indonesia Circular Letter No. 30/2/UK/1997 dated 14 July 1997 (“BI Decision No. 30”). Under BI Decision No. 30, commercial banks are restricted from granting direct and indirect credit facilities to and/or buy or guarantee commercial papers issued by developers (including property developers) for the sole purpose of land procurement or acquisition and/or processing. In addition, OJK regulations relating to material transactions, which require shareholder approval for certain types of financing transactions (other than financing from banks, venture capital companies, leasing companies and infrastructure financing companies), could limit our ability to raise funds to finance our future operations and capital needs. See “Risks Associated With an Investment in the Notes — Current OJK regulations may restrict ability of the Issuer to issue any additional debt securities.” There can be no assurance that additional financing, either on a short-term or a long-term basis, would be available to us or, if available, that such financing would be obtained on terms favourable to us. Our failure to obtain adequate financing may result in our having to delay the development of our projects or abandon the development of existing and future projects, which could materially and adversely affect our business, financial condition, results of operations and prospects. Our business model relies in part upon our ability to finance our property developments through pre-sale and pre-lease arrangements with purchasers of our properties Proceeds from pre-sales and pre-leases with purchasers and tenants and potential purchasers and tenants are important sources of financing for our property developments. The amount of financing available to us from pre-sales and pre-leases is dependent on the timing of the launch of our projects and the timing and amount of payments from our customers. To the extent purchasers and tenants of pre-sold and pre-leased property do not make progress payments, in accordance with their agreements, in full and on time, our cash flow would be adversely affected. In the event that purchasers or tenants default on their payment obligations, even though there are penalties for defaulting, there can be no assurance that we will find new buyers or tenants for the relevant properties at comparable prices or at all, which may adversely affect our cash flow and ability to finance our developments. Any of the foregoing could have an adverse effect on our business, results of operations and financial condition. In circumstances where the financing received from pre-sales and pre-leases of our projects has been utilised and the launch of new projects is not imminent, we may need to rely more heavily on other sources of financing to continue to develop our projects and continue our business operations, which may not be available on commercially attractive terms or at all. Furthermore, our existing indebtedness limits our ability to incur additional debt, which could limit our ability to complete or enter into new developments in the absence of proceeds from pre-sales and pre-leases. Furthermore, a decline in pre-sale cash flows may be associated with a general decline in property demand and asset prices, which may limit our access to external financing needed to compensate for declining cash flows. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects. Our projects currently under construction and other planned projects may not be completed on schedule, or at all, or within the budgets allocated for the projects The time taken and the costs we incur to complete a project may be directly or indirectly affected by many factors, including shortages of materials, equipment, availability of contractors, technical skills and labor, adverse weather conditions, natural disasters, labor disputes, disputes with independent contractors and sub-contractors, accidents, changes in Government priorities and policies and other problems and circumstances beyond our control.
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Specifically, the time taken and the costs incurred in connection with the development of our projects may be affected by the following factors which are generally beyond our control: •
delays or inability to obtain all necessary location, zoning, land use, building, development and other required governmental and regulatory licenses, permits, approvals and authorisations;
•
challenges by third parties such as previous landowners or tenants to the validity of our title to the land;
•
construction risks, which include delays in construction and cost overruns (whether from variation to original design plans or any other reason), a shortage or increase in the cost of construction and building materials, equipment or labor as a result of rising commodity prices or inflation or otherwise, inclement weather conditions, unforeseen engineering, environmental or geological problems, defective materials or building methods, default by contractors and other third-party providers of their obligations, or financial difficulties faced by such persons, disputes between counterparties to a construction or construction-related contract, work stoppages, strikes, and accidents, among others;
•
possible shortage of available cash to fund construction and capital improvements, as we may need to make significant capital expenditures without receiving revenue and cash flow from these properties until future periods, and the related possibility that financing for these capital improvements may not be available on acceptable terms or at all;
•
lack of infrastructure development in areas where we have acquired land bank;
•
failure to resolve issues with incumbent residents and related settlement issues or otherwise;
•
inability to acquire a contiguous area of land of a size sufficient to develop the project as planned; and
•
uncertainties as to market demand or a loss of market demand by purchasers, in the case of projects for sale, and tenants in the case of projects for lease, after construction work has begun, whether resulting from a downturn in the economy or a change in the surrounding environment of the project.
We cannot assure you that any or all of our current or future projects will be completed within the anticipated time frame or the allocated budget, or at all. We pre-sell and pre-lease a portion of our properties prior to construction. If we fail to complete a fully or partially pre-sold or pre-leased property development, we could be liable to purchasers and tenants for potential losses suffered by them. While we are typically permitted to delay the completion of a project for up to three to six months following the target completion date, any further delay can result in penalties payable by us to purchasers and tenants to whom we have pre-sold and pre-leased property. Such penalties are typically limited to a maximum stated penalty, however there can be no assurance that they would not exceed the purchase price or lease payments received by us in respect of the units. In addition, if a pre-sold or pre-leased property is not completed on time, the purchasers and tenants may be entitled to compensation for late delivery of their units. If the delay extends beyond the contractually specified period, they may even be entitled to terminate the agreements and claim damages. In addition, a delay in the completion of our projects could increase our financing costs, and may lead to penalties and other costs, which may in turn impair our ability to achieve anticipated turnover and profitability, which could have a material adverse effect on our business, financial condition,
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results of operations and prospects. We cannot assure you that we will not experience any significant delays in completion or delivery or that we will not be subject to any liability for any such delays. Non-completion of any of our projects may have a material and adverse effect on our business, financial condition, results of operations and prospects. Our future growth prospects will be affected if we are unable to identify, acquire and develop suitable properties at commercially acceptable prices or at all, or to obtain the necessary approvals or permits required to proceed with such acquisitions or developments in a timely manner or at all Development of new projects requires the identification and acquisition of large parcels of land, which may comprise numerous smaller parcels of land owned by individual owners. Our experience relates primarily to developments within Jakarta’s central business district, where land is scarce. There can be no assurance that we will be able to acquire additional parcels of land within Jakarta’s central business district or that we will succeed in acquiring land, and developing any land that we acquire, in other areas. Furthermore, our locations permits to acquire land in Banten, Java for the development of our proposed industrial estates merely entitle us to negotiate with land owners to acquire their land but does not assure that we will be able to do so. As of 31 December 2014, we had acquired 107.9 hectares out of a total 1,568 hectares covered by our location permits in Banten. The acquisition of large parcels of land may be time-consuming and expensive because of the time, effort and cost of negotiating with each individual land owner. As a result, we may not be able to complete future acquisition of land that is large enough to undertake our proposed projects. We cannot assure you that we will be able to acquire all of the parcels of land that we require to undertake our various projects, or that the acquisition cost of such land will be on commercially reasonable terms. When land prices are stabilising or declining in a slow market, we may not have sufficient funds generated from our operations, due to the slower market, to purchase land at commercially attractive prices. However, when land prices are rising in an active market, we may have to pay a significant premium to acquire the land. If we are unable to acquire the land that we require for our projects, we may need to redesign our plans for such project or be unable to develop the project at all. Furthermore, there is no assurance that we will be able to obtain the necessary land title or the necessary Government approvals, the location permits, or the necessary permits or licenses (including the land usage permit, the property business license and the building construction permit) required to proceed with any such proposed projects. Our ability to acquire land and the acquisition costs of such land will be affected by Government policies towards land supply, zoning, ownership, development and pricing. In addition, land acquisition could be subject to approval from the shareholders or other internal approvals of the sellers of the land. See “Regulation— Regulation on Land Acquisition and Development”. Our inability to identify and acquire attractive new sites could impair our ability to compete with other property developers or require us to shift our focus to segments of the property market in which we have less experience and expertise, which in turn would have a material adverse effect on our ability to generate revenues and maintain profitability. Any inability to acquire land at suitable prices or at all, or to obtain appropriate land use or zoning rights with respect to land acquired by us for development purposes, could have an adverse effect on our business, financial condition, results of operations and prospects. The commercial success of certain of our development plans depends on the completion of initial or additional infrastructure, which may be subject to delays or cancellation The commercial success of certain of our planned projects depends on our ability, and the ability of third parties beyond our control, to complete certain infrastructure within the anticipated time frame. For example, our Icon Towers project under construction is expected to benefit from a mass rapid transit (MRT) station in front of the building that is not yet
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completed and is currently expected to commence operations in 2018. There can be no assurance that such projects will be completed on time, will be successful or will provide the expected benefits for our projects. Any changes, delays or cancellations of these planned or in-progress infrastructure projects may significantly delay the full development of these projects, reduce demand for properties in these projects and cause dissatisfaction with the customers to whom we have already sold properties, any of which may have a material adverse effect on our business, financial condition, results of operations and prospects. We rely on third party contractors and suppliers for the development of our projects, including the supply of raw materials and other inputs We engage independent third party contractors to provide a substantial amount of the services we require for our property development, including construction, piling and foundation, building and property fitting-out work and interior decoration. There can be no assurance that the construction work performed by such contractors or sub-contractors will continue to be of satisfactory quality, completed in a timely manner, or at all. If the construction work is not timely completed and/or is not of acceptable quality, we may incur substantial additional costs to complete the projects and remedy any defects and our reputation could be significantly harmed. Moreover, we cannot assure you that skilled contractors will continue to be available at reasonable rates and in the areas in which we undertake our projects, or at all. Although we maintain contracts with fixed prices with contractors, there can be no assurance that these will be renewed when they expire on acceptable terms or at all. Furthermore, there is a risk that major contractors may experience financial or other difficulties, which may affect their ability to carry out construction work, thus delaying the completion of our projects or resulting in additional costs to us. We believe that any problems with our contractors, individually or in the aggregate, may materially and adversely affect our reputation, our business, financial condition, results of operations and prospects. Our business is affected by the availability, cost and quality of the construction and raw materials (including steel, aluminum and cement) and other input costs (including energy-related costs), which are required for the construction and development of our properties. Our agreements with our building contractors typically provide for services (including construction and raw materials other than finishings, such as granite and marble, which we procure directly) to be provided to us at a fixed price. However, the prices and supply of these raw materials and other input costs depend on factors outside our control, including general economic conditions, competition, production levels, transportation costs and import duties. There can be no assurance that worldwide shortages or significant increases in the prices of these construction materials will not occur and will not affect our project development or business. For example, our contractors may be unable to obtain supplies of the required materials, or our contractors may seek to re-negotiate the terms of our contracts if significant increases in the prices of such materials are experienced. If, for any reason, the primary suppliers of raw materials curtail or discontinue their delivery of such materials in the quantities required by our contractors or us, or at competitive prices, the supply of materials required for our projects to progress as planned could be impaired and our development and construction schedules could be disrupted. We may have to incur additional costs to ensure adequate delivery of construction and raw materials in order to complete the projects. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects.
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The success of our investment properties is dependent on our ability to attract and retain anchor tenants The success of our investment properties is dependent on our ability to attract and retain anchor tenants. Moreover, our ability to sell or lease units on attractive terms or at all could be adversely affected by the loss of an existing anchor tenant for any reason, such as a downturn in its business. Vacancy by an anchor tenant can reduce the demand for and value of other investment properties, because of the loss of key products or services previously provided by, or that depended on the demand from, the departed anchor tenant. Any inability to attract and retain anchor tenants at our existing investment properties, or any development that we may retain for rental to tenants in the future, could adversely affect the success of the applicable development. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects. Our ability to sell property will be affected by the availability of, and rate of interest on, financing to potential customers, especially for potential buyers of our residential properties Certain customers, especially potential buyers of our residential properties, finance their purchases through third-party mortgage financing. While the majority of the property that we develop is marketed to high-income purchasers, many of whom do not rely on mortgage financing, with respect to which a substantial portion of purchasers would likely rely on mortgage financing. For the years ended 31 December 2013 and 31 December 2014, 14.0% and 22.2%, respectively, of the units that we sold were purchased using mortgage financing. In September 2013, Bank Indonesia announced a minimum down payment requirement of 30% for purchase of a first residential property which is financed by a mortgage and has an area exceeding 70 square metres. The minimum down payment requirement increases to 40% of the purchase price for the second residential property and to 50% of the purchase price for the third or any subsequent residential property. Any increase in the minimum down payment requirement for our properties may adversely affect the ability of potential purchasers to finance their purchases of residential properties through mortgages. Bank Indonesia regulates mortgage financing by specifying the maximum loan-to-value ratio (“LTV”) for loans granted by commercial banks and the maximum financing-to-value ratio (“FTV”) for financing granted by sharia banks. Under BI Circular Letter No. 15/40/DKMP, effective on 30 September 2013, Bank Indonesia revised the maximum LTV for loans from commercial banks to between 50% and 80%, and the maximum FTV for financing from sharia banks to between 50% and 90%, in each case depending on the area of the property, the nature of the facility and the number of mortgage facilities held by the applicant. In addition, under BI Circular Letter No. 15/40/DKMP, Bank Indonesia placed certain restrictions on a bank’s ability to grant residential mortgage loans, subject to certain exceptions, including, among others, mortgages for first-time mortgage loan borrowers. Such restrictions prohibit banks from granting a mortgage loan to finance the down payment for the purchase of a residential property. Such restrictions also prohibit banks from extending a mortgage loan before the relevant property is ready for handover (other than in the case of mortgages for first-time mortgage loan borrowers, or where there is a cooperation agreement between the bank and developer which includes an undertaking from the developer to complete the development of the property). Such regulations may adversely affect the ability of potential purchasers to finance their purchases of residential properties through mortgages. There have also been changes to the amounts that banks may disburse to developers with regard to purchases of properties that are financed through mortgage financing. Previously, the banks would typically disburse to us a sum amounting to 60% to 70% of the purchase price upon approval of the mortgage application. However, currently, pursuant to BI Circular No. 15/40/DKMP, the banks may only disburse the mortgage amounts in stages based on percentage of completion of the development. These changes could have an adverse impact on our working capital requirements in the course of project development. An increase in interest rates in Indonesia may also negatively impact our property developments as high interest rates generally lead to a decrease in the demand for
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residential, commercial and industrial properties. There can be no assurance that interest rates will not increase or there will not be a decrease in the availability of mortgage loans, which may result in a reduction in the use of such loans. If interest rates increase further, we may choose to provide customers with interest rate subsidies, as we have done previously, which could increase our costs. Furthermore, changes to macroeconomic policies within and outside of Indonesia, including the conclusion of United States Federal Reserve Board’s asset purchase program known as “quantitative easing,” could affect interest rates and exchange rates in a manner that adversely impacts our business and our ability to obtain financing on commercially acceptable terms. In addition, any downturn in the economy or consumer confidence may result in reduced housing demand and slower commercial development, which could negatively impact the demand for the properties that we have developed or plan to develop in the future. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects. Any increase in the Luxury-goods Sales Tax may adversely affect the business of existing or future tenants which in turn could affect our ability to attract and retain tenants at our existing investment properties, or any development that we may retain for rental to tenants in the future The success of our investment properties is also dependent on our ability to attract and retain tenants generally. Moreover, our ability to sell or lease units could be adversely affected by the loss of an existing tenant or the failure to attract a potential tenant for any reason, such as a downturn in its business. In addition to value added tax, deliveries or imports of certain manufactured taxable goods in Indonesia may be subject to Luxury-goods Sales Tax (“LST”). Our tenants, who may be importers or manufacturers of goods, are held responsible for the settlement of the LST, which may or may not be passed on to their customers. Currently, the LST rates are between 10% to 125%. However, according to the Law No. 8/1983 as the latest amended by Law No. 42/2009 regarding Value Added Tax on Goods and Services and Sales Tax on Luxury Goods, the LST rate may be increased up to 200%. Any increase in LST could have an adverse effect on the business of existing or future tenants which in turn could affect our ability to attract and retain tenants at our existing investment properties, or any development that we may retain for rental to tenants in the future. This could have an adverse effect on our business, financial condition, results of operations and prospects. Our business depends on the retention of our key management personnel and the continued support of our founding shareholders Our success depends substantially on the expertise and experience of our key management personnel including Ventje Chandraputra Suardana, Randy Angkosubroto, Timotius Hadiwibawa and Hadi Siswanto, members of our board of directors. If any of our key management personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all. In addition, we are dependent on the continued support of our senior management, by virtue of their business network and relationships within the real property industry in Indonesia. Certain members of our senior management team are widely known and respected within the Indonesian property development industry. The loss of any key management personnel or the loss of the continued support of our founding shareholders, in the absence of suitable replacements, could have a material adverse effect on our business, financial condition, results of operations and prospects. The process of acquiring land from existing owners or occupants on the sites where we plan to develop our new projects may result in delays and/or increase our construction costs Our ability to proceed with our plans for new projects is dependent on, among other things, completing the land acquisition process in a timely manner and obtaining the requisite land titles for our projects. We typically approach existing owners or occupants of the land and seek
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to enter into agreements with such owners or occupants for the ownership of the land to be transferred to us. There can be no assurance that the ownership of the land will be duly transferred to us, or that we will acquire valid title to the land, even though we have made payment for the land. Any delays in the acquisition of land for development could result in delays in our construction schedules. We could also incur significant costs in connection with the acquisition of the land from such existing owners or occupants, which could in turn materially increase the costs involved in developing the project. With respect to our proposed development of industrial estates in Java, as of 31 December 2014, we have acquired 107.9 hectares out of a total 1,568 hectares covered by our location permits in Banten, Java. Any delay or significant increase in costs relating to land acquisition could have an adverse effect on our business, financial condition, results of operations and prospects. We engage in a number of transactions with related parties In addition, pursuant to our service agreement with PT Graha Sarana Inti Management (“GSIM”), which is controlled by Hartadi Angkosubroto, our controlling shareholder, GSIM manages and maintains our commercial and residential buildings in Jakarta and provides certain other services. Although we have conducted, and our policy is that all transactions with related parties are conducted on arm’s-length basis and pursuant to market terms and conditions, we cannot assure you that this will continue to be the case in the future. Any inability to enter into transactions with related parties in the future could have an adverse effect on our business, financial condition, results of operations and prospects. We may not be able to successfully implement our business strategy or manage our growth The successful implementation of our strategies may be affected by a number of factors, including our ability to identify and obtain suitable land acquisition opportunities and acquiring land at commercially reasonable prices, attracting purchasers for properties for sale and securing tenants for our properties for lease, the competition we face in our business, and our ability to retain our key management and employees. We cannot assure you that we will be able to implement all or some of our business strategies, and the failure to implement one or more of such strategies may materially adversely affect our business, financial condition, results of operations and prospects. We cannot assure you that we will not experience issues such as capital constraints, construction delays, operational difficulties at new locations or difficulties in expanding our existing business and operations and training an increasing number of personnel to manage and operate the expanded business. If we are unable to successfully manage the impact of our growth on our operational and managerial resources and control systems, our reputation could suffer, which could have an adverse effect on our business, financial condition, results of operations and prospects. Our business relies heavily on our reputation to deliver our developments on time and on the quality and image of our developments on an ongoing basis. Any project delays or negative publicity could impair our reputation and future demand for our developments A significant portion of our customers are introduced to our properties by word-of-mouth recommendations. Poor construction quality and craftsmanship of such properties, an inability to complete such properties within the anticipated time frame and budget, or poor maintenance of our properties, could seriously harm our reputation and have a material adverse effect on our business, financial condition, results of operations and prospects. Any negative publicity
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or damage to our reputation could affect our ability to attract purchasers for our current and future projects, which could cause us to lose market share, affect our property sales and have a material adverse effect on our business, financial condition, results of operations and prospects. Renovation, asset enhancement works or physical damage to our investment properties may disrupt the operations of our investment properties or otherwise result in a material and adverse effect on our business, financial condition and results of operation Our investment properties may need to undergo renovation or asset enhancement works from time to time to retain their attractiveness to tenants and may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop or because of new planning laws or regulations. The costs of maintaining a commercial or resort property and the risk of unforeseen maintenance or repair requirements tend to increase over time as such property ages. The business and operations of the properties may suffer some disruption and it may not be possible to collect the full rate of, or, as the case may be, any rental income on space affected by such renovation works. For example, in connection with the completed renovation of Plaza Great River following the expiry of the BOT term in December 2013, we allowed most tenancies to expire and most tenants vacated the premises. In addition to the costs of renovation, which in the case of Plaza Great River are required to be at least equal to approximately Rp. 25 billion in accordance with the BOT agreement, we do not earn rental charges or service charges with respect to units that are vacated prior to, and during, the period of vacancy and there can be no assurance that we will succeed in re-tenanting the property expediently and on favourable terms or at all following the renovation. Such works are also subject to certain construction risks, such as delay, cost overruns and failure of works to meet specifications. The occurrence of any of these risks may lead to additional capital expenditure and to a reduction of the attractiveness of our properties to tenants, which, in turn, could lead to a reduction in the valuation of the properties in question and thereby have an adverse impact on our business, financial condition and results of operations. We do not currently maintain a sinking fund or similar provision to provide specifically for future capital expenditures on our properties and instead fund those expenditures through a combination of available cash and cash equivalents, cash flows from operating activities and external debt and equity financing at the time such capital expenditures are required. There can be no assurance that the required capital will be available as and when required to fund asset enhancement initiatives which, in turn, may lead to the rescheduling or reassessment of the scope of our asset enhancement plans. In addition, physical damage to our investment properties may lead to additional capital expenditure, special repair or maintenance expenditure, and result in the payment of damages to third parties, and may have an adverse impact on our business, financial condition and results of operations. We may be exposed to legal claims relating to our development and sales of properties We may face claims by purchasers for failure to deliver properties according to the specifications and schedules stipulated in our sale and pre-sale contracts, and claims from third parties claiming ownership or title to the land on which we develop or plan to develop our properties. In addition, we are exposed to the risk of disputes or litigation with our tenants in relation to lease agreements and with property owners in connection with the management services provided by us. There can be no assurance that proceedings will not be brought against us in the future or that the outcome of the current proceedings will not adversely affect our business, financial condition, results of operations and prospects.
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We face increasing competition which could adversely affect our business, financial condition, results of operations and prospects We compete with other property developers on certain aspects, including price, location, facilities and supporting infrastructure. Intensified competition among property developers may result in increased costs for land acquisition, oversupply of properties and a slowdown in the approval process for new property developments by the relevant Government authorities, all of which may materially adversely affect our business. We face competition primarily from the largest property developers in Indonesia, including the Mulia Group, the Metropolitan Development Group and the Arta Graha Group. Some of our competitors may have access to greater financial resources, greater economies of scale in purchasing and/or lower cost bases, which may give them a competitive advantage. We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors or that increased competition with respect to our activities may not have a material adverse effect on our business, financial condition, results of operations and prospects. For further information on our competitors, see “Business of the Group—Competition.” We are dependent on the quality and quantity of our title to properties and our ability to renew or extend these titles We seek to obtain Hak Guna Bangunan (“HGB”) title, which gives the holder of such title the right to build and own buildings on a plot of land (see “Regulation — Regulation on Land Titles” for a discussion of HGB titles), together with rights of development by way of license over the land which we require for our property development activities. Due to the nature of Indonesian property law and the lack of a uniform title system in Indonesia, there is potential for disputes over the quality of title purchases from previous landowners. We typically engage in negotiations with the owner of the land each time we acquire land as a holder of the relevant location permit, which may result in purchases of property (and thereby the obtaining of title to the relevant land) being delayed or not proceeding in the event that negotiations are unsuccessful. Such delays in acquiring properties required for our development activities, or such disputes over the quality of the title purchased, could negatively affect our business, financial condition, results of operations and prospects. Once HGB title has been obtained, the typical initial term is for 30 years. Upon expiry of the initial term, we may make an application to extend the term. In principle, HGB title can be extended for an additional 20 years after the expiration of the initial term to the local office of the National Land Agency. Following the expiration of this additional term, an application for further renewal may be made no later than two years prior to the expiration of the initial or extended term. Such extensions or renewals may involve rental escalations and are also dependent on the fulfillment of certain requirements pursuant to prevailing laws and zoning policies of the Government. If the application is approved, the applicant may be granted a renewal of the HGB title over the same plot of land. Currently, Indonesian land law does not provide a limitation on the number of extensions and renewal cycles for HGB titles. However, there is no assurance that approval will be obtained for renewal or extension in the future. Non-renewal of HGB title, for any reason, could adversely affect our business, financial condition, results of operations and prospects. Moreover, we cannot assure you that our reviews, surveys or inspections (or the relevant review, survey or inspection reports on which we have relied) would have revealed all issues affecting properties that we have interests in, including to the title thereof. In particular, we cannot assure you as to the absence of problems with the land we acquire, including overlapping titles to such land. In addition, the land which we acquire could turn out to be more challenging to develop than what we had anticipated based on our initial assessment of the land. Issues such as these could have an adverse effect on our business, financial condition, results of operations and prospects.
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We may not have adequate insurance coverage for damages we may sustain or liability we may face, including with respect to potential construction warranty claims We maintain insurance against certain risks in the operation of our business and for certain of our properties in the types and amounts which our management believes to be consistent with industry practice and as required pursuant to applicable laws, regulations and other statutory requirements. Furthermore, we provide purchasers of developed properties with a construction warranty for defects, during the “defect liability period”, which is usually a period of 45 days for strata title units sold and six months with respect to the building warranty for Sinarmas MSIG. In certain cases of warranty claims made by our customers, we may be able to make claims against our insurance policies or warranties provided by our contractors, or the manufacturers or suppliers of equipment, however there can be no assurance that such claims will be paid by our insurers and contractors and that any amounts recovered will offset the amounts we are required to pay to our customers in full or at all. Our insurance policies do not provide coverage against all losses related to our operations. For example, there are certain types of losses, such as losses from construction delays for which insurance is either not available at a reasonable cost or at all. Accordingly, the occurrence of losses, liabilities and damages which are not covered by our insurance policies, or which exceed the specified minimum coverage amount, could have a material adverse effect on our business, financial condition, results of operations and prospects. There can be no assurance that we will be able to renew our existing insurance coverage or procure additional insurance coverage, which our management may subsequently deem to be necessary, at economically acceptable premiums, or at all. Moreover, we remain liable for any mortgage indebtedness or financial obligations relating to the relevant property. To date, we have not suffered any material losses which were not fully covered by insurance. However, any future loss that is not fully covered by insurance could significantly reduce our cash and cash equivalents available for working capital purposes and materially and adversely affect our business, financial condition, results of operations and prospects. We may not be in possession of all material licenses necessary to operate our business Our business operations require various licenses and approvals from the Government or local governments to carry out our operations, including, amongst others, general corporate licenses, tourism business licenses (Izin Usaha Kepariwisataan), and industrial estates regulation. While we are currently in possession of all material licenses required to operate our businesses, certain of the licenses are in the process of being renewed. We cannot assure you that we or our subsidiaries, joint ventures and/or associate companies will be able to renew or secure all required licenses that we currently hold or which may be required in the future, or that we or our subsidiaries and/or associate companies will not receive sanctions arising from the failure to renew or secure any required licenses. Any of the foregoing could have an adverse effect on our business, financial condition, results of operations and prospects. Our business is subject to extensive Government regulation The property industry in Indonesia is heavily regulated by the central and regional governments. Property developers must comply with a number of requirements mandated by Indonesian laws and regulations, including policies and procedures established by regional authorities and designed to implement such laws and regulations. Additionally, in order to develop and complete a real estate project, developers must obtain various approvals, permits and licenses from the relevant administrative authorities at various stages of project development. We may encounter problems in obtaining the requisite approvals or licenses or delays in fulfilling the conditions precedent to any required approvals and we may not be able to adapt ourselves to new laws, regulations or policies that may come into effect from time to time with respect to the real estate sector. There may also be delays on the part of administrative bodies in reviewing applications and granting approvals. If we experience
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significant problems in obtaining, or fail to obtain, the requisite governmental approvals, the schedule of development and sale or letting of our projects could be substantially disrupted, which in turn could have a material adverse effect on our reputation, business, financial condition, results of operations and prospects. Although we believe that our projects are in material compliance with applicable laws and regulations, regulatory authorities may nevertheless allege non-compliance and may subject us to regulatory action in the future, including penalties, seizure of land and other civil or criminal proceedings. In addition, property laws and regulations and their interpretations are still evolving in Indonesia and it is not possible to predict accurately the effect that changes in these laws and regulations, or their interpretations, may have upon our business. For instance, in January 2011, the Government issued Law No. 1/2011, which introduced the Preliminary S&P Requirement and the Land Sale Requirement. Law No. 1/2011 is effective immediately on its enactment date, but further implementing regulations are required for the enforcement of the law. There is uncertainty surrounding the interpretation of Law No. 1/2011, including whether it applies to non-residential properties (except for industrial estates) and how the minimum built-up thresholds are interpreted. The potential enforcement of the Preliminary S&P Requirement and the Land Sale Requirement under Law No. 1/2011 in the future exposes us to the risk of not having complied with the relevant requirements prior to sale of land lots or entering into preliminary sale and purchase agreements. As a result, we may be subject to administrative sanctions, penalties, and/or imprisonment for non-compliance, which may materially and adversely our business, results of operations and reputation. New requirements introduced by property laws and regulations could also have an impact on our business and operations. For instance, we are required to comply with the regulations relating to composition of low cost, medium and luxury properties in a property development, pursuant to the implementing regulations for Law No. 1 of 2011 dated 12 January 2011 on Housing and Settlement Areas, which were issued in 2012. In addition, while property laws and regulations are not always enforced, regulators could decide to become more stringent and enforce them in a more rigorous manner. If laws and regulations, or their interpretations, or their enforcement, become more stringent, the costs incurred to ensure compliance could increase. There can be no assurance that future regulatory changes affecting the property industry in Indonesia will not be introduced or unexpectedly repealed which might have a significant impact upon our business, financial condition, results of operations and prospects. The Government may introduce new regulations or amend or abolish existing regulations at any time. For example, currently the Indonesian parliament, the House of Representatives (Dewan Perwakilan Rakyat), is in the process of drafting the amended Bill of Basic Agrarian Law, and if such bill were to be enacted, it could limit the ownership by a single entity of contiguous land parcels exceeding a certain size. There can be no assurance that future regulatory changes affecting such businesses in Indonesia will not be introduced or that existing laws and regulations will not be unexpectedly repealed, which may have a material and adverse effect on our business, financial condition, results of operations and prospects. Our land bank may be subject to Government Regulation No. 11 of 2010 On 22 January 2010, the Government issued Government Regulation No. 11 of 2010 (“GR 11/2010”) on the Administration and Utilisation of Unused Land (Penertiban dan Pendayagunaan Tanah Terlantar). Under GR 11/2010, the Government may revoke the Hak Milik (Right of Ownership), Hak Guna Usaha (Right to Cultivate), Hak Guna Bangunan (Right to Build), Hak Pakai (Right of Use) or Hak Pengelolaan (Right to Manage) title, and reclaim without any compensation over such land which has not been utilised or is not being utilised. Upon the lapse of a period of three years from the issuance of title, in accordance with the conditions or characteristics of the land and the purpose of the rights over such land or the
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basis of possession over the land, the Head of the Regional Land Office will initiate an identification process to determine whether there is any unused land. In the event that any part of the land is concluded as unused land, the Head of the Regional Land Office will issue three warning letters each having a one-month grace period, following which the Head of the Regional Land Office will then advise the Head of the National Land Office to declare such land as unused land. However, unintentionally unused land which has been registered as Hak Milik or Hak Guna Bangunan, and which is privately owned or state-owned, is exempted from GR 11/2010. On 16 July 2010, the Association of Real Estate Indonesia (Persatuan Perusahaan Real Estate Indonesia) (the “REI”) filed proceedings in the Supreme Court of Indonesia challenging the validity of GR 11/2010. Nevertheless, two months after the filing date, the REI revoked its claim on the basis that the Government has verbally guaranteed that the implementation of GR 11/2010 will not impair the operations of developers. However, there is no assurance that GR 11/2010 will not affect the land that we currently hold or will acquire in the future, or that the Government will not revoke the title issued to us or reclaim the unused land without compensation. If the Government revokes the title issued to us or reclaims any unused land without compensation, this may have a material and adverse effect on our business, financial condition, results of operations and prospects. We face risks related to our failure to obtain Environmental Impact Analysis (Analisis Mengenai Dampak Lingkungan Hidup (“AMDAL”)) or Environment Management Effort and Environment Monitoring Effort (Upaya Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan Hidup or (“UKL & UPL”)) in respect of certain of our developments We are required to possess AMDAL or UKL & UPL from the Government or the local government to carry out our operations and developments of our projects. Further, we are also required to update our AMDAL or UKL & UPL in the event there is any expansion of any project, as well as obtain new licenses and approvals whenever required. Failure to (i) prepare the AMDAL or UKL & UPL and (ii) subsequently obtain the environmental license (Izin Lingkungan) for such residential projects may expose us to criminal sanctions such as imprisonment and fines. There can be no assurance that we will be able to secure AMDAL or UKL & UPL for our projects or developments that are currently in progress or any environmental licenses that may be required in the future, or that we will not be exposed to sanctions arising from the failure to obtain any necessary AMDAL or UKL & UPL as well as the environmental license. We may be exposed to sanctions under applicable laws and regulation for failure to possess AMDAL or UKL & UPL as well as environmental licenses for certain of our projects. Such sanctions may include imprisonment for a period of 1 to 3 years and fines ranging from Rp. 1 billion to Rp. 3 billion. Any such sanctions if imposed on us could materially affect our financial condition, results of operations and prospects. We could incur significant costs related to environmental matters We are subject to various Indonesian laws and regulations relating to the protection of the environment that may require current or previous owners of property who conduct their business operations using and managing toxic and hazardous substances, or whose business operations produce such toxic and hazardous substances, to clean up such substances on the property. Under these laws, property owners and operators are required to either manage toxic and hazardous substances on the property, including the reduction, storage, transportation, utilisation and/or processing of toxic and hazardous substances, or request a third party who is capable of and licensed to manage such toxic and hazardous substances. Such laws often impose strict liability without regard to whether the owner or operator knew of, or was
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responsible for, the presence of such substances or materials. Failure to comply with these laws can result in imprisonment and penalties being imposed or may have an adverse impact on our reputation. In addition, the cost of investigation, remediation or removal of these substances may be substantial. Existing environmental reports with respect to any of our properties or properties which we acquire in the future may not reveal (i) all environmental liabilities, (ii) all material environmental conditions created by a prior owner or operator of our properties, or (iii) all material environmental conditions that otherwise exist with respect to any one or more of our properties. There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Future environmental laws, ordinances or regulations and future interpretations of existing environmental laws, ordinances or regulations may also impose additional obligations on us. Any liabilities or penalties relating to environmental matters could adversely affect our business, reputation, financial condition, results of operations and prospects. See “Regulation — Regulation on Environment”. The success of our business is dependent on our ability to anticipate and respond to customer requirements The growth of the Indonesian economy has led to the growing disposable income of middle and upper-income classes and a change in lifestyle, resulting in a substantial change in the requirements of our target customers. As our customers continue to seek quality housing and commercial properties with better amenities and access to infrastructure including, in particular, a convenient transportation network, as part of their residential and business needs, we are required to continue to offer innovative development concepts as well as develop new types and ranges of product offerings. Our ability to anticipate and understand the demands of prospective customers is critical to the success of our property development business. If we fail to anticipate and respond to the needs of our customers accordingly, we could lose market share to our competitors, which could materially adversely affect our business, financial condition, results of operations and prospects. The valuation of our land bank may be materially different from the actual value The valuations of our land bank contained in the summary valuation reports included in this Information Memorandum are based on certain assumptions that are subjective and uncertain in nature. Such assumptions include cash flow projected to be generated by the valued properties and that the valued properties are not subject to any unusual or onerous restrictions or encumbrances. In addition, the property valuation summary report with respect to our land bank from Knight Frank contains valuations of our land bank as of 31 December 2014 and has not been updated by Knight Frank to include valuations, or changes in the composition of our land bank, as of any subsequent date. Therefore, the valuations of our land bank presented in this Information Memorandum should not be regarded as the actual value of such land bank. The valuations could be outdated, and there could be unforeseeable changes to the development of the property projects, changes in the size of our land due to land surveys made by the National Land Agency, changes to national or local economic conditions, or changes in the composition of our land bank, any of which could affect the value of our land bank. In addition, the Indonesian economy has experienced volatility. For example, the Rupiah depreciated from Rp. 9,670 per US dollar as of 31 December 2012 to Rp. 12,189 per US dollar as of 31 December 2013 and to Rp. 12,440 per US dollar as of 31 December 2014. In response to volatility in the Rupiah exchange rate, in November 2013 the Indonesian central bank raised its benchmark reference rate and overnight deposit facility rates. These events could also have an effect on the valuation of our land bank. Adverse changes to the value of our land bank could have an adverse effect on our business, financial condition, results of operations and prospects.
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Our principal shareholder may take actions that are contrary to the best interests of the Noteholders As of 31 December 2014, PT Duta Anggada owned or had the voting rights to 44.94% of our shares. For more information relating to the ownership of our shares, see “Principal Shareholders.” The principal shareholder may be able to effectively control certain matters requiring approval by our shareholders, depending on participation at our shareholder meetings. Furthermore, our controlling shareholder, Hartadi Angkosubroto, personally guarantees certain of our indebtedness and there can be no assurance that he will continue to do so, in which case our ability to obtain financing on commercially acceptable terms or at all may be adversely affected. Circumstances may arise in which the interests of the principal shareholder may conflict with the interest of a Noteholder. We have in the past restructured certain indebtedness Due to a significant devaluation of the Rupiah against the US dollar following the 1998 Asian financial crisis, certain customers that had obligations to make US dollar-denominated payments to us were unable to make such payments. As a result, between 1999 and 2004 we entered into several restructuring agreements with creditors under certain US dollar and Rupiah denominated credit facilities. Certain of these facilities related to our existing investment properties, namely Plaza Chase, Plaza Bapindo and Plaza Great River. The aggregate principal amount of our indebtedness that was restructured pursuant to such restructuring agreements was approximately Rp. 478.0 billion and US$361.7 million. Pursuant to such restructuring agreements, certain of our creditors accepted assets (such as strata-title office and residential units), services (such as tenancies in our investment properties), or equity in our company in lieu of repayment of all or a portion of our indebtedness under the applicable facilities. Other creditors agreed to restructure the interest and repayment schedule of our indebtedness, without reducing the principal amount of our indebtedness to them. Furthermore, in 2008 we restructured our indebtedness pursuant to a US$160.0 million syndicated amortising term loan for the purposes repaying other indebtedness and financing certain projects, including a single project to be developed on the land on which we are presently developing Icon Towers and Sinarmas MSIG Tower. Prior to being restructured, this loan was to expire in 2012. Subsequent to entering into the loan we revised our master plan for the relevant projects, such that we would develop both Icon Towers and Sinarmas MSIG Tower (rather than a single project) on this land, and by increasing the plot ratio for this land. Under the terms of the loan we were required to obtain consent from our lenders under the syndicated loan in connection with these revisions to our master plan. The lenders consented, provided that we prepaid a total of US$93.3 million principal amount of the syndicated loan in 2010 and entered into an amendment agreement in 2012 pursuant to which we agreed to settle the syndicated loan with cash payment of US$23.8 million and conversion of the remaining outstanding principal amount of the syndicated loan to share capital valued at US$46.0 million based on an agreed foreign exchange rate of Rp. 9,500 per US dollar and a conversion price of Rp. 1,560.71, resulting in our issuance of 280,000,000 shares to our lenders under the syndicated loan in June and July 2012. We cannot assure you that in connection with a significant devaluation of the Rupiah against the US dollar or other foreign currencies, or any change to our business, we would not seek to restructure our outstanding indebtedness.
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RISKS RELATING TO INDONESIA The Issuer is incorporated in Indonesia and all of its commissioners, directors and officers are based in Indonesia. Substantially all of the Issuer’s operations and substantially all of its assets are also located in Indonesia. As a result, future political, economic, legal and social conditions in Indonesia, as well as certain actions and policies the Government may take or adopt, or omit from taking or adopting, could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. Political and social instability in Indonesia may adversely affect the economy, which in turn could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects Since the collapse of President Soeharto’s regime in 1998, Indonesia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable nature of Indonesia’s changing political landscape. These events have resulted in political instability, as well as general social and civil unrest on certain occasions in recent years. Indonesia is a Republic with a President, a Vice President and a presidential system of government. From its independence in 1945 until 1998, there were only two Presidents in Indonesia. At the end of the term of each of these Presidents, Indonesia experienced political instability and many cities in Indonesia, including Jakarta, experienced rioting, unrest and destruction of property. Political instability led to the resignation of then-President Soeharto in May 1998. Promptly thereafter, Vice President Bacharuddin Jusuf Habibie was sworn in as President and called for reforms and parliamentary elections to be held in October 1999. Prior to and during the presidential and parliamentary elections, there was significant social unrest that resulted in additional rioting, unrest and destruction of property. Following the elections, the People’s Consultative Assembly (Majelis Permusyawaratan Rakyat, or “MPR”) selected Abdurrahman Wahid as President and Megawati Sukarnoputri as Vice President. In February 2001, a committee of the Indonesian Parliament, the People’s Representative Council (Dewan Perwakilan Rakyat), alleged that the then-President Wahid was involved in instances of corruption. In July 2001, the MPR impeached the then-President Wahid and elected Megawati Sukarnoputri in his place. In 2004, Indonesians directly elected the President, Vice-President and representatives in the Indonesian Parliament for the first time. Indonesians have also begun directly electing heads and representatives of local and regional governments. In April 2009, elections were held to elect the representatives in the Indonesian Parliament (including national, regional and local representatives). The Indonesian presidential elections, held in July 2009, resulted in the re-election of President Susilo Bambang Yudhoyono. Although the April 2009 and July 2009 elections were conducted in a peaceful manner, political campaigns in Indonesia may bring increased political activity in Indonesia as well as a degree of political and social uncertainty to Indonesia. On 22 July 2014, Joko Widodo was elected as the new President of the Republic of Indonesia. The result of the election was challenged in the Constitutional Court but the claims were rejected on 21 August 2014. No assurances can be made that there will not be further unrest or political demonstrations as a result of the elections. Separatist movements and clashes between religious and ethnic groups have resulted in social and civil unrest in parts of Indonesia. In the provinces of Aceh and Papua (formerly Irian Jaya), there have been numerous clashes between supporters of those separatist movements and the Indonesian military. In Papua, continued activity by separatist rebels has led to violent incidents. In the provinces of Maluku and West Kalimantan, clashes between religious groups and ethnic groups have produced thousands of casualties and refugees over the past several years. The Government has attempted to resolve problems in these troubled regions with
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limited success except in the province of Aceh in which an agreement between the Government and the Aceh separatists was reached in 2005 and peaceful local elections were held with some former separatists as candidates, but there can be no assurance that the terms of any agreement reached between the Government and the separatists will be upheld. Political and related social developments in Indonesia have been unpredictable in the past. There can be no assurance that social and civil disturbances will not occur in the future or that such social and civil disturbances will not directly or indirectly, materially and adversely, affect the Group’s business, financial condition, results of operations and prospects, and the Issuer’s ability to meet its payment obligations under the Notes. Changes in the Government and Government policies may have a direct impact on the Group’s business and the market price of the Notes. In addition, Indonesia has experienced frequent social unrest arising from economic issues which has, on occasion, escalated into riots and violence. In June 2001, demonstrations and strikes affected at least 19 cities after the Government mandated a 30% increase in fuel prices. Similar demonstrations occurred in January 2003 when the Government tried to increase fuel prices, as well as electricity and telephone charges. In both instances, the Government was forced to repeal, defer or substantially reduce such proposed increases. In March 2005, the Government implemented an approximately 29% increase in fuel prices. In October 2005, the Government decreased fuel subsidies to the public resulting in large public demonstrations. In May 2008, the Government further decreased fuel subsidies to the public, which has also led to large public demonstrations. Similar fuel subsidy cuts contributed to the political instability that led to the resignation of then President Soeharto in 1998, which had adverse effects on businesses in Indonesia. The Government has recently proposed an increase in the price of subsidised fuel prices. There can be no assurance that the recent proposed increase in subsidised fuel prices, or cuts in fuel subsidies in the future, will not result in political and social instability. The Group’s business may be affected by similar Government actions including, but not limited to, changes in crude oil or natural gas policy, responses to war and terrorist acts, renegotiation or nullification of existing concessions and contracts, changes in tax laws, treaties or policies, the imposition of foreign exchange restrictions and responses to international developments. Indonesia is located in an earthquake zone and is subject to significant geological risk that could lead to social unrest and economic loss The Indonesian Archipelago is one of the most volcanically active regions in the world. Because it is located in the convergence zone of three major lithospheric plates, it is subject to significant seismic activity that can lead to destructive volcanoes, earthquakes and tsunamis, or tidal waves. On 26 December 2004, an underwater earthquake off the coast of Sumatra released a tsunami that devastated coastal communities in Indonesia, Thailand, India and Sri Lanka. In Indonesia, more than 220,000 people died or were recorded as missing in the disaster. Aftershocks from the December 2004 tsunami and additional high-magnitude earthquakes have occurred in Indonesia, causing significant fatalities and damage. There have been further earthquakes, including those that struck south of Central Java and Yogyakarta in May 2006, off the Southern coast of Java in July 2006, West Sumatra in March 2007 and southern Sumatra in September 2007. There have also been several earthquakes in the Sulawesi area of magnitudes ranging between 4.6 to 7.7 in 2008 and 2009, most recently in February 2009 when a 7.0 magnitude earthquake struck Sulawesi. The earthquake was followed by two aftershocks but it did not cause any tsunami and there was no report of casualties or damage. In January 2009, a 7.6 magnitude earthquake struck approximately 95 miles north of Manokwari, followed by another big earthquake and a string of aftershocks. These killed at least four people and injured at least 37 people. Electricity was also cut off in the city with a population of approximately 160,000 people. In September 2009, a 7.3 magnitude earthquake struck Tasikmalaya, West Java killing at least 72 people, whilst a 7.6 magnitude earthquake hit Padang, Sumatra killing
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at least 400 people and trapping thousands of people under rubble. In October 2010, an earthquake off the coast of western Sumatra released a tsunami on the Mentawai Islands. Also from 26 October 2010 to 5 November 2010, Mount Merapi, a volcano located on the border between Central Java and Yogyakarta erupted a number of times, killing more than 380 people. In addition to these geological events, heavy rains in December 2006 resulted in floods that killed more than 100 people and displaced over 400,000 people on the north-western Sumatra island. More flooding in January and February 2007 around the capital, Jakarta, killed at least 30 people and displaced at least 340,000 people from their homes. In July 2007, at least seven people were killed and at least 16,000 people were forced to flee their homes because of floods and landslides caused by torrential rains on the island of Sulawesi. In January 2009, torrential rain caused a colonial-era dam to burst outside Jakarta, sending a wall of muddy water crashing into a densely packed neighbourhood and killing at least 58 people. The flood also left scores missing and submerged hundreds of homes. In October 2010, at least 158 people died and 148 people were declared missing in a flash flood in Wasior district, West Papua. More recently, in January 2013, floods in Jakarta resulted in disruptions to businesses and extensive evacuations in the city. While recent seismic events and meteorological occurrences have not had a significant economic impact on Indonesian capital markets, the Government has had to spend significant amounts on emergency aid and resettlement efforts. Most of these costs have been underwritten by foreign governments and international aid agencies. However, there can be no assurance that such aid will continue to be forthcoming, or that it will be delivered to recipients on a timely basis. If the Government is unable to timely deliver foreign aid to affected communities, political and social unrest could result. Additionally, recovery and relief efforts are likely to continue to impose a strain on the Government’s finances, and may affect its ability to meet its obligations on its sovereign debt. Any such failure on the part of the Government, or declaration by it of a moratorium on its sovereign debt, could trigger an event of default under numerous private-sector borrowings, including the Group’s, thereby materially and adversely affecting the Group’s business, financial condition, results of operations and prospects. In addition, there is no assurance that future geological or meteorological occurrences will not significantly harm the Indonesian economy. A significant earthquake or other geological disturbance or weather-related natural disasters in any of Indonesia’s more populated cities and financial centres could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting the Group’s business, financial condition, results of operations and prospects. Terrorist attacks and terrorist activities, and certain destabilising events have led to substantial and continuing economic and social volatility in Indonesia, which may materially and adversely affect the Group’s business and/or property In Indonesia during the last 10 years, there have been numerous bombing incidents directed towards the Government and foreign governments and public and commercial buildings frequented by foreigners, including the Jakarta Stock Exchange Building and Jakarta’s Soekarno-Hatta International Airport. On 12 October 2002, over 200 people were killed in a bombing at a tourist area in Bali. In April 2003, bombs exploded outside the main United Nations building in Jakarta and in front of the domestic terminal at Jakarta’s Soekarno-Hatta International Airport. On 5 August 2003, a bomb exploded at the JW Marriott Hotel in Jakarta, killing at least 13 people and injuring 149 others. On 9 September 2004, a car bomb exploded in front of the Australian Embassy in Jakarta, killing more than six people. On 28 May 2005, bomb blasts in Central Sulawesi killed at least 21 people and injured at least 60 people. On 1 October 2005, bomb blasts in Bali killed at least 23 people and injured at least 101 others. On 17 July 2009, two separate bomb explosions occurred at the JW Marriott Hotel and the Ritz
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Carlton Hotel in Jakarta, killing at least nine people and injuring 40 others. Indonesian, Australian and U.S. government officials have indicated that these bombings may be linked to an international terrorist organisation. While in response to the terrorist attacks, the Government has institutionalised certain security improvements and undertaken certain legal reforms which seek to better implement anti-terrorism measures and some suspected key terrorist figures have been arrested and tried, there can be no assurance that further terrorist acts will not occur in the future. Following the military involvement of the United States and its allies in Iraq, a number of governments have issued warnings to their citizens in relation to a perceived increase in the possibility of terrorist activities in Indonesia, targeting foreign, particularly US interests. Such terrorist activities could destabilise Indonesia and increase internal divisions within the Government as it considers responses to such instability and unrest, thereby adversely affecting investors’ confidence in Indonesia and the Indonesian economy. Violent acts arising from and leading to instability and unrest have in the past had, and could continue to have, a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy, and in turn the Group’s business. The Group’s projects may be particularly vulnerable to, and adversely affected by, terrorist attacks because of the large numbers of people they attract and the general public access provided. Political unrest in Indonesia may disrupt the operation of the Group’s developments or make them less attractive to buyers. There is no assurance that its properties will not be subject to acts of terrorism, violent acts and adverse political developments which may have a material adverse effect on the Group, its business, financial condition, results of operations and prospects. Domestic, regional or global economic changes may adversely affect the Group’s business The economic crisis which affected Southeast Asia, including Indonesia, from mid-1997 was characterised in Indonesia by, among others, currency depreciation, a significant decline in real gross domestic product, high interest rates, social unrest and extraordinary political developments. More recently, the global economic crisis that began in 2008 resulted in a decrease in Indonesia’s rate of growth to 4.4% in 2009 from 6.1% in 2008 and 6.3% in 2007. These conditions had a material adverse effect on Indonesian businesses. Indonesia’s economy remains significantly affected by the Asian economic crisis and, more recently, by the global economic crisis that began in 2008. The global financial markets have experienced, and may continue to experience, significant turbulence originating from the liquidity shortfalls in the US credit and sub-prime residential mortgage markets since 2008, which have caused liquidity problems resulting in bankruptcy for many institutions, and resulted in major government bailout packages for banks and other institutions. The global economic crisis has also resulted in a shortage in the availability of credit, a reduction in foreign direct investment, the failure of global financial institutions, a drop in the value of global stock markets, a slowdown in global economic growth and a drop in demand for certain commodities. The global financial markets have also recently experienced volatility as a result of the downgrade of US sovereign debt and concerns over the debt crisis in the Eurozone. Uncertainty over the outcome of the Eurozone governments’ financial support programmes and worries about sovereign finances generally are ongoing. As a result of the economic crisis in 1997, the Government has had to rely on the support of international agencies and governments to prevent sovereign debt defaults. The Government continues to have a large fiscal deficit and a high level of sovereign debt, its foreign currency reserves are modest, the Rupiah continues to be volatile and has poor liquidity, and the banking sector is weak and suffers from high levels of non-performing loans. Government funding requirements to areas affected by the Asian tsunami in December 2004 and other natural disasters, as well as increasing oil prices, may increase the Government’s fiscal deficits. The inflation rate (measured by the year on year change in the consumer price index) remains volatile with an annual inflation rate of 7.0% in 2010, 3.8% in 2011 and 4.3% in 2012.
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Interest rates in Indonesia have also been volatile in recent years, which have had a material adverse impact on the ability of many Indonesian companies to service their existing indebtedness. The economic difficulties Indonesia faced during the Asian economic crisis that began in 1997 resulted in, among other things, significant volatility in interest rates, which had a material adverse impact on the ability of many Indonesian companies to service their existing indebtedness. Although the policy rate set by Bank Indonesia was 5.75% as of 7 March 2013, as compared to a peak of 70.8% in late July 1998 for one-month Bank Indonesia certificates, there can be no assurance that the recent improvement in economic conditions will continue or that the previous adverse economic condition in Indonesia and the rest of the Asia Pacific region will not occur in the future. In particular, a loss of investor confidence in the financial systems of emerging and other markets, or other factors, may cause increased volatility in the international and Indonesian financial markets and inhibit or reverse the growth of the global economy and the Indonesian economy. A continued and significant downturn in the global economy, including the Indonesian economy, could have a material adverse effect on the demand for residential and commercial property, and therefore, on the Group’s business, financial condition, results of operations and prospects. In addition, the general lack of available credit and lack of confidence in the financial markets associated with any market downturn could adversely affect the Group’s access to capital as well as its suppliers’ and customers’ access to capital, which in turn could adversely affect the Group’s ability to fund its working capital requirements and capital expenditures. The current global economic situation could further deteriorate or have a greater impact on Indonesia and the Group’s businesses. Any of the foregoing could materially and adversely affect the Group’s business, financial condition, results of operations and prospects, and the Issuer’s ability to pay interest on, and repay the principal of, the Notes. Regional autonomy may adversely affect the Group’s business through imposition of local restrictions, taxes and levies Indonesia is a large and diverse nation covering a multitude of ethnicities, languages, traditions and customs. During the administration of the former President Soeharto, the central Government controlled and exercised decision-making authorities on almost all aspects of national and regional administration, including the allocation of revenues generated from extraction of national resources in the various regions. This control led to a demand for greater regional autonomy, in particular with respect to the management of local economic and financial resources. In response to such demand, the Indonesian Parliament in 1999 passed Law No. 22 of 1999 regarding Regional Autonomy (“Law No. 22/1999”) and Law No. 25 of 1999 regarding Fiscal Balance between the Central and the Regional Governments (“Law No. 25/1999”). Law No. 22/1999 has been revoked and replaced by the provisions of regional autonomy Law No. 32 of 2004 (“Law No. 32/2004”) as amended by Law No. 8 of 2005 regarding the First Amendment of Law No. 32/2004 on Regional Autonomy and Law No. 12 of 2008 regarding the Second Amendment of Law No. 32/2004. This Law No. 32/2004 was recently revoked and replaced by Law No. 23 of 2014 on Regional Government (“Law No. 23/2014”) as further amended by Government Regulation in lieu of Law No. 2 of 2014 as the amendment of Law No. 23/2014 (“Law No. 2/2014”). Law No. 25/1999 has been revoked and replaced by Law No. 33 of 2004 regarding the Fiscal Balance between the Central and the Regional Governments, respectively. Under these regional autonomy laws, regional autonomy was expected to give the regional governments greater powers and responsibilities over the use of “national assets” and to create a balanced and equitable financial relationship between central and regional governments. However, under the pretext of regional autonomy, certain regional governments have put in place various restrictions, taxes and levies which may differ from restrictions, taxes and levies put in by other regional governments and/or are in addition
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to restrictions, taxes and levies stipulated by the central government. The Group’s business and operations are located throughout Indonesia and may be adversely affected by conflicting or additional restrictions, taxes and levies that may be imposed by the applicable regional authorities. Depreciation or volatility in the value of the Rupiah may adversely affect the Group’s business, financial condition, results of operations and prospects One of the most important immediate causes of the economic crisis which began in Indonesia in mid-1997 was the depreciation and volatility of the value of the Rupiah, as measured against other currencies, such as the US dollar. Although the Rupiah has appreciated considerably from its low point of approximately Rp. 17,000 per US dollar in January 1998, the Rupiah continues to experience significant volatility. See the section “Exchange Rates and Exchange Controls” for further information on changes in the value of the Rupiah as measured against the US dollar in recent periods. The Rupiah has generally been freely convertible and transferable (except that Indonesian banks may not transfer Rupiah to persons outside of Indonesia and may not conduct certain transactions with non-residents). However, from time to time, Bank Indonesia has intervened in the currency exchange markets in furtherance of its policies, either by selling Rupiah or by using its foreign currency reserves to purchase Rupiah. There is no assurance that the Rupiah will not be subject to depreciation and continued volatility, that the current floating exchange rate policy of Bank Indonesia will not be modified, that additional depreciation of the Rupiah against other currencies, including the US dollar, will not occur, or that the Government will take additional action to stabilise, maintain or increase the value of the Rupiah, or that any of these actions, if taken, will be successful. Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange controls or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic recession, loan defaults or declining interest by the Group’s customers, and as a result, the Group may also face difficulties in funding its capital expenditure and in implementing its business strategy. Any of the foregoing consequences could have a material adverse effect on the Group’s business, financial conditions, results of operations and prospects. Downgrades of credit ratings of Indonesia and Indonesian companies could adversely affect the Group and the market price of the Notes In 1997, certain recognised statistical rating organisations, including Moody’s and S&P, downgraded Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Government and a large number of Indonesian banks and other companies. Currently, Indonesia’s sovereign foreign currency long-term debt is rated “Baa3” by Moody’s, “BB+” by S&P and “BBB-” by Fitch, and its short-term foreign currency debt is rated “P-3” by Moody’s, “B” by S&P and “F3” by Fitch with a stable outlook from Moody’s, a stable outlook from S&P and a stable outlook from Fitch. These ratings reflect an assessment of the Government’s overall financial capacity to pay its obligations and its ability or willingness to meet its financial commitments as they become due. Even though the recent trend in Indonesian sovereign ratings has been positive, no assurance can be given that Moody’s, S&P or any other statistical rating organisation will not downgrade the credit ratings of Indonesia or Indonesian companies in general. Any such downgrade could have an adverse impact on liquidity in the Indonesian financial markets, the ability of the Government and Indonesian companies, including the Group, to raise additional financing and the interest rates and other commercial terms at which such additional financing is available to the Group, which could materially and adversely affect the Group’s business, financial condition, results of operations and prospects.
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An outbreak of the Ebola virus disease, the avian flu, the Influenza A (“H1N1”) virus, severe acute respiratory syndrome (“SARS”) or another contagious disease may have an adverse effect on the economies of Asian countries and may adversely affect the Group An outbreak of the Ebola virus disease, the avian flu, the H1N1 virus, SARS, or another contagious disease or the measures taken by the governments of affected countries, including Indonesia, against such potential outbreaks, could seriously interrupt the Group’s operations or the services or operations of its suppliers and customers, which could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. The perception that an outbreak of avian flu, SARS or another contagious disease may occur again may also have an adverse effect on the economic conditions of countries in Asia, including Indonesia. Labour activism could adversely affect Indonesian companies, including the Group, which in turn could affect its business, financial condition, results of operations and prospects Laws and regulations which facilitate the forming of labour unions, combined with weak economic conditions, have resulted and may continue to result in labour unrest and activism in Indonesia. In 2000, the Government issued Law No. 21 of 2000 on Labour Union (the “Labour Union Law”). The Labour Union Law permits employees to form unions without employer intervention. In March 2003, the Government enacted Law No. 13 of 2003 on Labour (the “Labour Law”) which, among other things, increased the amount of severance, service and compensation payments payable to employees upon termination of employment. The Labour Law requires further implementation of regulations that may substantively affect labour relations in Indonesia. The Labour Law requires bipartite forums with participation from employers and employees and the participation of more than 50.0% of the employees of a company in order for a collective labour agreement to be negotiated and creates procedures that are more permissive to the staging of strikes. Under the Labour Law, employees who voluntarily resign are also entitled to payments for, among other things, unclaimed annual leave and relocation expenses. Following the enactment, several labour unions urged the Indonesian Constitutional Court to declare certain provisions of the Labour Law unconstitutional and order the Government to revoke those provisions. The Indonesian Constitutional Court declared the Labour Law valid except for certain provisions, including relating to the right of an employer to terminate its employee who committed a serious mistake and criminal sanctions against an employee who instigates or participates in an illegal labour strike. Labour unrest and activism in Indonesia could disrupt the Group’s operations and could affect the financial condition of Indonesian companies in general, depressing the prices of Indonesian securities on the Jakarta or other stock exchanges and the value of the Indonesian Rupiah relative to other currencies. Such events could materially and adversely affect the Group’s businesses, financial condition, results of operations and prospects. In addition, any national or regional inflation of wages will directly and indirectly increase operating costs of the Group’s business and thus decrease its profit margin. Indonesian corporate and other disclosures differ from those in other jurisdictions The Issuer is subject to corporate governance and reporting requirements in Indonesia that differ, in significant respects, from those applicable to companies in certain other countries. The amount of information made publicly available by issuers in Indonesia may be less than that made publicly available by comparable companies in certain more developed countries,
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and certain statistical and financial information of a type typically published by companies in certain more developed countries may not be available. As a result, investors may not have access to the same level and type of disclosure as that available in other countries, and comparisons with other companies in other countries may not be possible in all respects. The Group’s landbank may be subject to Government Regulation No. 11 of 2010 and Law No. 2 of 2012 On 22 January 2010, the Government issued Government Regulation No. 11 of 2010 (“GR 11/2010”) on the Administration and Utilization of Idle Land (Penertiban dan Pendayagunaan Tanah Terlantar), as implemented by Land Office Regulation No. 4 of 2010 dated 1 February 2010 as amended by Land Office Regulation No. 9 of 2011, dated 15 November 2011. Under GR 11/2010, the Government may revoke the Hak Milik, HGU, HGB, Hak Pakai or Hak Pengelolaan title, and reclaim without any compensation over such land which has not been utilized or is not being utilized. Upon the lapse of a period of three years from the issuance of title, in accordance with the conditions or characteristics of the land and the purpose of the rights over such land or the basis of possession over the land, the local land office will initiate an identification process to determine whether there is any idle land. In the event that any part of the land is concluded as idle land, the local land office will issue three warning letters each having a one-month grace period, following which the local land office will have the right to reclaim the idle land. However, unintentionally idle land which has been registered as Hak Milik or under HGB, and which is privately owned or state-owned, is exempted from GR 11/2010. On 16 July 2010, the Association of Real Estate Indonesia (Persatuan Perusahaan Real Estate Indonesia) (the “REI”) filed proceedings in the Indonesian Supreme Court challenging the validity of GR 11/2010. Nevertheless, two months after the filing date, the REI revoked its claim on the basis that the Government has verbally guaranteed that the implementation of GR 11/2010 will not impair the operations of developers. In addition, pursuant to Law No. 2 of 2012 regarding Land Procurement for Public Interest (“Law No. 2/2012”), any land title granted to us may be revoked by the Government for public use including, among others, for the purpose of national defense and security, power plants, telecommunication and information networks of the Government, waste treatment sites, the Government’s hospitals, offices, education infrastructure and schools. Based on this law, the Government is required to pay certain compensation for the use of land for any such public purpose. However, there can be no assurance that such compensation will be sufficient to recover our land acquisition cost or investment, or whether we will be able to acquire a similar plot of land or at a similar or commercially acceptable price and this could materially and adversely affect our business, financial condition and results of operations. Given the characteristics of the Indonesian property industry, land acquired and held by property developers may not be utilised or developed for a period of three years or more. Use and development of such land depends on a number of factors including market demand for development properties. There is no assurance that GR 11/2010 and Law No. 2/2012 will not affect the land that we currently hold or will acquire in the future, or that the Government will not revoke the land title issued to us or reclaim the idle land without compensation. If the Government revokes the title issued to us or reclaims any idle land without compensation, this may have a material adverse effect on our business, financial condition, results of operations and prospects.
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RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES If the Group is unable to comply with the restrictions and covenants in its debt agreements, including, among others, the Trust Deed, there could be a default under the terms of these agreements or the Trust Deed, which could cause repayment of the Group’s debt to be accelerated The Group’s debt agreements contain covenants that restrict the Group’s business activities. The Group’s ability to comply with such covenants depends on the Group’s future operating performance. If the Group is unable to comply with the restrictions and covenants in the Group’s current or future debt and other agreements (some of which are secured), or the Trust Deed, there could be a default under the terms of these agreements. In the event of a default under these agreements, the holders of the debt could terminate their commitments to lend to the Group, accelerate repayment of the debt and declare all amounts borrowed due and payable, terminate the agreements or exercise their enforcement or foreclosure remedies, as the case may be. Furthermore, some of the Group’s debt agreements, including the Trust Deed and the Notes, contain cross-acceleration or cross-default provisions. As a result, the Group’s default under one debt agreement may cause the acceleration of repayment of debt or result in a default under the other debt agreements, including the Trust Deed and the Notes. If any of these events occur, there is no assurance that the Group’s assets and cash flow would be sufficient to repay in full all of its indebtedness, or that the Group would be able to find alternative financing. Even if the Group could obtain alternative financing, there is no assurance that it would be on terms that are favourable or acceptable to the Group. A change in Singapore law which governs the Notes may adversely affect Noteholders The Notes are governed by Singapore law in effect as at the date of issue of the Notes. No assurance can be given as to the impact of any possible judicial decision or change to Singapore law or administrative practice after the date of issue of the Notes. Exchange rate risks and exchange controls may result in Noteholders receiving less interest or principal than expected The Issuer will pay principal and interest on the Notes in the currency specified. This presents certain risks relating to currency conversions if Noteholder’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the currency in which the Notes are denominated. These include the risk that exchange rates may significantly change (including changes due to devaluation of the currency in which the Notes are denominated or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the currency in which the Notes are denominated would decrease (i) the Investor’s Currency equivalent yield on the Notes, (ii) the Investor’s Currency equivalent value of the principal payable on the Notes and (iii) the Investor’s Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, Noteholders may receive less interest or principal than expected, or no interest or principal. The Issuer may not be able to generate sufficient cash flows to meet its debt service obligations The Issuer’s ability to make scheduled payments on, or to refinance our obligations with respect to, our indebtedness, including the intercompany loan agreements and the Notes, will depend on its financial and operating performance, which in turn will be affected by general economic conditions and by financial, competitive, regulatory and other factors beyond its
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control. The Issuer may not generate sufficient cash flow from operations and future sources of capital may not be available to it in an amount sufficient to enable it to service its indebtedness, including the Notes, or to fund its other liquidity needs. If the Issuer is unable to generate sufficient cash flow and capital resources to satisfy its debt obligations or other liquidity needs, it may have to undertake alternative financing plans, such as refinancing or restructuring its debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. There is no assurance that any refinancing would be possible, that any assets could be sold or, if sold, of the timing of the sales and the amount of proceeds that may be realised from those sales, or that additional financing could be obtained on acceptable terms, if at all. In the absence of such operating results and resources, the Issuer could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. Other credit facilities, the Trust Deed and the terms and conditions governing the Notes will restrict the Issuer’s ability to dispose of assets and use the proceeds from the disposition. The Issuer may not be able to consummate those dispositions or to obtain the proceeds which we could realise from them and these proceeds may not be adequate to meet any debt service obligations then due. The Issuer’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance our indebtedness on commercially reasonable terms and in a timely manner, would materially and adversely affect the Issuer’s financial condition and results of operations and its ability to satisfy its obligations under the Notes. The Trustee’s right to request for information from the Issuer is limited The Trustee may only request from the Issuer such information as it shall require for the purpose of the discharge of the duties, powers, trusts, authorities and discretions vested in the Trustee by the Trust Deed or by operation of law. As such, the Noteholders may not be able to request for information through the Trustee in certain circumstances. There may not be an active trading market for the Notes Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Fluctuation of market value of Notes issued under the MTN Programme The value of the Notes may fluctuate as a result of various factors, including (a) the market for similar securities, (b) general economic, political or financial conditions, and (c) the Group’s financial condition, results of operations and future prospects. Adverse economic developments, in Singapore as well as countries in which the Issuer and/or its subsidiaries and/or associated companies (if any) operate or have business dealings, could have a material adverse effect on the operating results and/or the financial condition of the Issuer and its subsidiaries and/or associated companies (if any). Further, recent global financial turmoil has resulted in substantial and continuing volatility in international capital markets. Any further deterioration in global financial conditions could have a material adverse effect on worldwide financial markets or may adversely affect the market price of any Series or Tranche of Notes.
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Interest rate risk Noteholders may suffer unforeseen losses due to fluctuations in interest rates. Generally, a rise in interest rates may cause a fall in the price of the Notes, resulting in a capital loss for the Noteholders. However, the Noteholders may reinvest the interest payments at higher prevailing interest rates. Conversely, when interest rates fall, the price of the Notes may rise. The Noteholders may enjoy a capital gain but interest payments received may be reinvested at lower prevailing interest rates. Inflation risk Noteholders may suffer erosion on the return of their investments due to inflation. Noteholders would have an anticipated rate of return based on expected inflation rates on the purchase of the Notes. An unexpected increase in inflation could reduce actual returns. Performance of contractual obligations by the Issuer is dependent on other parties The ability of the Issuer to make payments in respect of the Notes may depend upon the due performance by the other parties to the Programme Agreement, the Trust Deed and the Agency Agreement of their obligations thereunder including the performance by the Trustee and/or the Agents of their respective obligations. Whilst the non-performance of any relevant party will not relieve the Issuer of its obligations to make payments in respect of the Notes, the Issuer may not, in such circumstances, be able to fulfill its obligations to the Noteholders and the Couponholders. The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (a)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained in this Information Memorandum or any applicable supplement to this Information Memorandum;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;
(d)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Notes are complex financial instruments. Sophisticated investors generally do not purchase complex financial instruments as standalone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall portfolios. A potential investor should not invest
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in the Notes, which are complex financial instruments, unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio. Variable Rate Notes may have a multiplier or other leverage factor Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features. Notes may be issued at a substantial discount or premium The market value of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities. The Notes may be subject to optional redemption by the Issuer An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of such Notes generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate that is as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. The Group may not freely hedge the currency risks associated with Notes denominated in foreign currencies As Notes issued under the MTN Programme may be denominated in currencies other than Indonesian Rupiah or US dollars, the Group may be affected by fluctuations between the Indonesian Rupiah or US dollars and such foreign currencies in meeting the payment obligations under such Notes and there is no assurance that the Group may be able to fully hedge the currency risks associated with such Notes denominated in foreign currencies. Singapore taxation risk The Notes to be issued from time to time under the MTN Programme during the period from the date of this Information Memorandum to 31 December 2018 are intended to be “qualifying debt securities” for the purposes of the ITA, subject to the fulfilment of certain conditions more particularly described in the section “Taxation — Singapore Taxation”. However, there is no assurance that such Notes will continue to enjoy the tax concessions in connection therewith should the relevant tax laws or MAS circulars be amended or revoked at any time.
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Where the Global Notes are held by or on behalf of Euroclear, Clearstream, Luxembourg and/or CDP, investors will have to rely on their procedures for transfer, payment and communication with the Issuer Notes issued under the MTN Programme may be represented by one or more Global Notes. Such Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or lodged with CDP. Except in certain limited circumstances described in the relevant Global Note, investors will not be entitled to receive definitive Notes. The relevant Clearing System(s) will maintain records of their direct accountholders in relation to the Global Notes. While the Notes are represented by one or more Global Notes, investors will be able to trade their beneficial interests only through the Clearing Systems. While the Notes are represented by one or more Global Notes, the Issuer will discharge its payment obligations under the Notes by making payments to or to the order of the common depositary for Euroclear and Clearstream, Luxembourg or to CDP, as the case may be, for distribution to their accountholders. A holder of a beneficial interest in a Global Note must rely on the procedures of the relevant Clearing System(s) to receive payments under the relevant Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes. Other than in relation to Global Notes held by CDP, holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear or Clearstream, Luxembourg, as the case may be, to appoint appropriate proxies. Similarly, holders of beneficial interests in the Global Notes will not have a direct right under the respective Global Notes to take enforcement action against the Issuer following an Event of Default (as defined in the Trust Deed) under the relevant Notes but will have to rely upon their rights under the Trust Deed. The Trustee may request Noteholders to provide an indemnity, security and/or pre-funding to its satisfaction In certain circumstances (pursuant to Condition 10 of the Notes), the Trustee may (at its discretion) request the Noteholders to provide an indemnity, security and/or pre-funding to its satisfaction before it takes action on behalf of the Noteholders. The Trustee shall not be obliged to take any such action if not indemnified, secured and/or pre-funded to its satisfaction. Negotiating and agreeing to an indemnity and/or security and/or pre-funding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take action, notwithstanding the provision of an indemnity or security or pre-funding to it, in breach of the terms of the Trust Deed and in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the agreements and the applicable law, it will be for the Noteholders to take such action directly. The provisions in the Trust Deed and Conditions may be modified or waived The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Conditions also provide that the Trustee may, but is not obliged, without the consent of Noteholders or Couponholders, to agree to any modification (subject to certain exceptions mentioned in the Trust Deed) of, or to the waiver or authorisation of any breach or proposed breach of, any of the Conditions or any of the provisions of the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders or may agree, without any such consent as aforesaid, to any modification, waiver or authorisation which, in its opinion, is of a formal,
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minor or technical nature or to correct a manifest error or to comply with mandatory provisions of Singapore law or is required by Euroclear and/or Clearstream, Luxembourg and/or CDP and/or any other clearing system in which the Notes may be held. Any such modification, waiver or authorisation shall be binding on the Noteholders and the Couponholders. The Notes are not secured The Notes and Coupons relating to them constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with all other present and future unsecured obligations (other than subordinated obligations and priorities created by law) of the Issuer. Accordingly, on a winding-up or insolvency of the Issuer at any time prior to maturity of any Notes, the Noteholders will not have recourse to any specific asset of the Issuer or, as the case may be, its subsidiaries and/or associated companies (if any) as security for outstanding payment or other obligations under the Notes and/or Coupons owed to the Noteholders and there can be no assurance that there would be sufficient value in the assets of the Issuer, after meeting all claims ranking ahead of the Notes, to discharge all outstanding payment and other obligations under the Notes and/or the Coupons, as the case may be, owed to the Noteholders. Payments under the Notes will be structurally subordinated to liabilities and obligations of certain of the Issuer’s subsidiaries The Issuer has only a shareholder’s claim on the assets of any of its subsidiaries. This shareholder’s claim is junior to the claims that creditors of any such subsidiary have against it. As a result, liabilities of any of the Issuer’s subsidiaries, including any claims of trade creditors and preferred stockholders and any secured obligations, will be effectively senior to the Notes. Any of these other subsidiaries may in the future have other liabilities, including contingent liabilities, that may be significant. Enforcing the rights of Noteholders under the Notes across multiple jurisdictions may prove difficult The Notes will be issued by the Issuer. The Issuer is incorporated under the laws of Indonesia. The Notes and the Trust Deed will be governed by Singapore law. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiated in Indonesia and Singapore. Such multi-jurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in greater uncertainty and delay regarding the enforcement of an investor’s rights. The rights of Noteholders under the Notes will be subject to the insolvency and administrative laws of several jurisdictions and there can be no assurance that investors will be able to effectively enforce their rights in such complex multiple bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy, insolvency, administrative and other laws of Indonesia and Singapore may be materially different from, or be in conflict with, each other and those with which they may be familiar, including in the areas of the rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’s laws should apply, adversely affect investors’ ability to enforce their rights under the Notes in the relevant jurisdictions or limit any amounts that they may receive.
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It may not be possible for service of process to be effected or judgment of a foreign court to be enforced on the Issuer in Indonesia The Issuer is a limited liability company incorporated in Indonesia operating within the framework of Indonesian laws and all of its significant assets are located in Indonesia. In addition, substantially all of the Commissioners and Directors of the Issuer reside in Indonesia. As a result, it may be difficult for investors to effect service of process on the Issuer or its Commissioners and Directors outside Indonesia, or to enforce judgments obtained in non-Indonesian courts against the Issuer or its Commissioners and Directors in Indonesia. The Issuer has been advised by its Indonesian legal adviser, Soemarjono, Herman & Rekan, that judgments of non-Indonesian courts are not enforceable in Indonesian courts, although such judgments could be admissible as non-conclusive evidence in a proceeding on the underlying claim in an Indonesian court. The Indonesian legal adviser has also advised that there is doubt as to whether Indonesian courts will recognise judgments in original actions brought in Indonesian courts based only upon the civil liability provisions of the securities laws of other countries. In addition, an Indonesian court may refuse to hear an original action based on securities laws of other countries. As a result, holders of the Notes would be required to pursue claims against the Issuer or its Commissioners, Directors and executive officers in Indonesian courts. The claims and remedies available under Indonesian law may not be as extensive as those available in other jurisdictions. No assurance can be given that the Indonesian courts will protect the interests of holders of the Notes in the same manner or to the same extent as would courts in more developed countries outside of Indonesia. The Trust Deed and certain other documents entered into in connection with the issue of the Notes thereunder will also be prepared in Bahasa Indonesia as required under Indonesian law. However, there is no assurance that, in the event of inconsistencies between the Bahasa Indonesia and English language versions of these documents, an Indonesian court would hold that the English language versions of such documents would prevail Pursuant to Law No. 24/2009, agreements between Indonesian entities and other parties must be set out in Bahasa Indonesia, which is the national language of Indonesia, save that where such party is a foreign entity or individual, the agreement may also be prepared in the language of such foreign party or in the English language. Law No. 24/2009 does not specify any consequences in the event that applicable agreements are not prepared in the Bahasa Indonesia language, and to date, no implementing regulations have been issued with the exception of one implementing regulation on the use of Bahasa Indonesia in the formal speech of the President and/or Vice President and other state officers. While the Indonesian Ministry of Law and Human Rights had issued the MOLHR Clarification Letter to clarify that the implementation of Law No. 24/2009 is contingent upon the enactment of a Presidential Regulation and until such a Presidential Regulation is enacted, any agreement that is executed prior to the enactment of the Presidential Regulation in English without a Bahasa Indonesia version is still legal and valid, and shall not violate Law No. 24/2009. However, it is unclear whether the Ministry of Law and Human Rights has any capacity or authority to provide such clarification. In June 2013, the West Jakarta District Court found that a loan agreement entered into between a non-Indonesian party and an Indonesian party which was not executed in Bahasa Indonesia violated Law No. 24/2009 and held that such agreement to be null and void (the “West Jakarta District Court Decision”). The West Jakarta District Court held (i) Law No. 24/2009 explicitly requires the use of Bahasa Indonesia for an Indonesian party to enter into any agreement and (ii) any presidential regulation to be promulgated as the implementing
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regulations of Law No. 24/2009 and/or the MOLHR Clarification Letter will not be able to waive requirements under Law No. 24/2009 because Law No. 24/2009 is a parliamentary legislation which takes precedence over a ministerial clarification letter, such as the MOLHR Clarification Letter, and such letter does not constitute legislation under Indonesia’s legislative hierarchy of legal norms. On 7 May 2014, the Jakarta High Court rejected the appeal submitted by Nine AM Ltd. and affirmed the West Jakarta District Court Decision in its entirety (the “Jakarta High Court Decision”). The Jakarta High Court opined that the West Jakarta District Court decision was true and legally correct and there were no new facts to the contrary submitted by the Appellant. The West Jakarta District Court was of the view that an agreement that was not executed in Bahasa Indonesia is void as a matter of law. The Jakarta High Court affirmed the decision in its entirety. The Trust Deed and certain other documents entered into in connection with the issue of the Notes thereunder will be prepared in dual English and Bahasa Indonesia forms as permitted under Law No. 24/2009 and, pursuant to Law No. 24/2009, each version will be considered equally original. While these documents will expressly state that the English versions will prevail, there can be no assurance, in light of the ongoing uncertainty surrounding Law No. 24/2009, the West Jakarta District Court Decision and the Jakarta High Court Decision, that in the event of inconsistencies between the Bahasa Indonesia and English language versions of these documents an Indonesian court will hold that the English language versions of such documents would prevail, or even consider the English language version. Further, as the implementing regulation for Law No. 24/2009 has not been published and the law itself does not specify any sanctions for non-compliance, the Issuer cannot predict how the implementation of Law No. 24/2009 (including its implementing regulation) will impact the validity and enforceability of the Trust Deed and certain other documents related to the issuance of the Notes. Some concepts in the English language may not have a corresponding term in Bahasa Indonesia, or may not be fully captured by the Bahasa Indonesia version. If this occurs, there can be no assurance that the Notes will be as described in this Information Memorandum or will be interpreted and enforced by the Indonesian courts as intended. Through the purchase of the Notes, Noteholders may be exposed to a legal system subject to considerable discretion and uncertainty; it may be difficult or impossible for the Noteholders to pursue claims under the Notes because of considerable discretion and uncertainty of the Indonesian legal system Indonesian legal principles relating to the rights of debtors and creditors, or their practical implementation by Indonesian courts, may differ materially from those that would apply within the jurisdictions of Singapore, the United States, the European Union or other jurisdictions. Neither the rights of debtors nor the rights of creditors under Indonesian law are as clearly established or recognised as under legislation or judicial precedent in Singapore, the United States and most European Union member states. In addition, under Indonesian law, debtors may have rights and defences to actions filed by creditors that these debtors would not have in jurisdictions with more established legal regimes such as those in Singapore, the United States and the European Union member states. Indonesia’s legal system is a civil law system based on written statutes in which judicial and administrative decisions do not constitute binding precedent and are not systematically published. Indonesia’s commercial and civil laws, as well as rules on judicial process, were historically based on Dutch law as in effect prior to Indonesia’s independence in 1945, and some have not been revised to reflect the complexities of modern financial transactions and instruments. Indonesian courts may be unfamiliar with sophisticated commercial or financial transactions, leading in practice to uncertainty in the interpretation and application of Indonesian legal principles. The application of Indonesian law depends upon subjective criteria such as the good faith of the parties to the transaction and principles of public policy,
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the practical effect of which is difficult or impossible to predict. Indonesian judges operate in an inquisitorial legal system, have very broad fact-finding powers and a high level of discretion in relation to the manner in which those powers are exercised. In practice, Indonesian court decisions may omit, or may not be decided upon, a legal and factual analysis of the issues presented in a case, and as a result, the administration and enforcement of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion and uncertainty. Furthermore, corruption in the court system in Indonesia has been widely reported in publicly available sources. There is also no assurance that Indonesian courts would enforce, or even consent to adjudicating agreements that are governed by non-Indonesian law. On 2 September 2013, holders of notes issued by BLD Investments Pte. Ltd. and guaranteed by PT Bakrieland Development Tbk (“Bakrieland”) under a trust deed governed under English law, filed a suspension of debt payment petition with the Jakarta Commercial Court on grounds that, among other things, Bakrieland had failed to comply with its obligation to repay the outstanding amount of the notes when Noteholders exercised their put option under the terms of the notes. In its decision dated 23 September 2013, the Jakarta Commercial Court ruled, among other things, that as the trust deed relating to the notes is governed by English law, all disputes arising out of or in connection with the trust deed must be settled by English courts and the Jakarta Commercial Court did not therefore have authority to examine and adjudicate the case. As a result, it may be difficult for Noteholders to pursue a claim against the Issuer in Indonesia, which may adversely affect or eliminate entirely the ability of the Noteholders to obtain and enforce a judgment against the Issuer in Indonesia or increase the costs incurred by holders of the Notes in pursuing, and the time required to pursue, claims against the Issuer. The Issuer may be subject to future bankruptcy, insolvency and similar proceedings in Indonesia or other jurisdictions, which may delay or prevent payment on the Notes. Under the Indonesian Bankruptcy Law, a creditor that foresees its debtor would not be able to continue to pay its debts when they become due and payable, or a debtor which is unable, or predicts that it would be unable, to pay its debts when they become due and payable, may file for suspension of payment of debt with the Commercial Court. Under the Indonesian Bankruptcy Law, a suspension of debt payment proceeding takes priority over a bankruptcy proceeding and must be decided first. As such, a suspension of debt payment proceeding will effectively postpone the bankruptcy proceeding. As a result, creditors are unlikely to receive any payment during the course of the suspension of debt payment proceeding (with the exception of secured creditors subject to certain conditions) and the bankruptcy estate is likely to be insufficient to fully settle their claims. In addition, during the suspension of debt payment proceeding, the debtor may propose a composition plan to its creditors. Such composition, if approved at a creditors’ meeting and ratified by the Commercial Court, will be binding on all unsecured creditors and on secured creditors that voted for the composition plan, and the suspension of debt payment proceeding ends. The debtor can then continue its business and service its debt in accordance with the composition plan proposed by the debtor and approved at the creditors’ meeting and ratified by the court. The secured creditors that did not attend the creditors’ meeting or vote on the plan are not bound by the plan and are entitled to enforce their security interests. As a composition plan, if approved, is approved by majority of the creditors on a collective basis, it may not be in the best interest of any particular creditor. If the Issuer becomes a debtor in a bankruptcy proceeding or a suspension of debt payment proceeding in Indonesia, the Issuer may file for suspension of debt payment with a proposed composition plan which may not be satisfactory to the unsecured creditors. If such composition plan is approved, it will be binding on the unsecured creditors.
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Current OJK regulations may restrict ability of the Issuer to issue any additional debt securities. On 28 November 2011, Bapepam-LK Regulation IX.E.2 on Material Transactions and Change of Core Business was issued, which replaced the previous regulation issued in 2009 (the “Material Transactions Regulation”). This regulation is applicable to publicly listed companies in Indonesia and their unlisted consolidated subsidiaries. Pursuant to the Material Transactions Regulation, each borrowing and lending in one transaction or a series of related transactions for a particular purpose or activity having a transaction value of 20% to 50% of the publicly listed company’s equity, as determined by the latest audited annual financial statements, semi-annual limited reviewed financial statements or audited interim financial statements (if any), must be announced to the public and the listed company must also prepare an appraisal report. The announcement relating to the material transaction must be made to the public in at least one Indonesian language daily newspaper having national circulation and supporting documents should be submitted to OJK no later than the end of the second business day after the date of execution of the agreement(s) related to the material transaction. The announcement is required to include a summary of the transaction, an explanation of the considerations and reasons for such material transaction and the effect of the transaction on the company’s financial condition, a summary of the appraisal report (including its purpose, the object, the parties involved, the assumptions, qualifications and methodology used in the appraisal report, the conclusion on the value of the transaction, and the fairness opinion on the transaction), which must not be dated more than six months prior to the date of the material transaction, the amount borrowed or lent, and a summary of the terms and conditions of the borrowing or lending. Publicly listed companies must submit evidence of an announcement as referred to above at the latest by the end of the second business day after the date of execution of the agreement(s) related to the material transaction. Subject to certain exceptions under the Material Transactions Regulation, a material transaction (in this case, borrowing and lending) with a value in excess of 50% of a company’s equity must be approved by shareholders holding more than half of all shares with valid voting rights who are present or represented, and more than half of such shareholders present or represented approve the transaction, in addition to fulfilling the appraisal disclosure requirements. If the Issuer decides to issue additional debt securities other than through a public offering, and the amount issued exceeds the 50% threshold of the Issuer’s equity, the Issuer would be required to obtain shareholders’ approval, as well as a new appraisal report. There is no assurance that the Issuer would be able to obtain the approval of its shareholders or a favorable appraisal report in order to issue such additional debt securities. This requirement could limit the Issuer’s ability to finance its future operations and capital needs, or pursue business opportunities or activities that may be in its interest. Any limitation on the Issuer’s ability to raise funds to finance its operations could materially and adversely affect its business, financial condition, results of operations and prospects. Investors will not have access to the appraisal report and may not be able to determine its accuracy or completeness The independent appraiser is relying upon the accuracy and completeness of the information, including certain projections that the Group provides to the independent appraiser. The appraisal report that is submitted to OJK pursuant to Indonesian regulations will be based on certain assumptions, including certain assumptions with respect to the terms of the Notes and projections, which, by their nature, are subjective and uncertain and may differ from actual results. The independent appraiser has not independently verified such information, and assumes no responsibility for and expresses no view as to any such information, projections or the assumptions on which they were based. The Arranger and the Group’s independent
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auditors have not examined, reviewed or compiled the projections and accordingly do not express an opinion or any other form of assurance with respect thereto. Unanticipated results of, or changes in, the Group’s business or the residential and/or commercial property industry, or changes in global or local economic conditions or other relevant factors, could affect such projections and the conclusions in the appraisal report. After the issuance of the Notes, the Group expressly disclaims any duty to, and neither the Group nor the independent appraiser will provide an update to the report of the differences between the projections or the assumptions made in the appraisal report. Accordingly, the appraisal report is not a prediction or an indication of the Issuer’s actual ability to perform their obligations under the Notes. Investors should not rely on the requirement of the Group to obtain an appraisal report when making an investment decision. The full appraisal report, including the detailed projections underlying the analysis and the assumptions on which the appraiser’s conclusions are based, is confidentially submitted to OJK and is not available to shareholders or to investors for review. The summary of the appraisal report will only be published in a local newspaper at the latest by the end of the second business day after the date of this Information Memorandum, and will not include a full statement of all of the relevant facts, information and assumptions on which the appraiser bases its conclusions. Payments with respect to the Notes may be subject to U.S. withholding tax under FATCA, in which case Noteholders will not be entitled to receive any additional amounts in respect of the tax withheld The United States Foreign Account Tax Compliance Act (“FATCA”) imposes a U.S. federal withholding tax of 30% on certain payments to certain non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of certain interests in or accounts with those entities) have been satisfied. The scope of FATCA, as enacted, is not entirely clear, and future Treasury regulations may be issued that broaden or change the scope of FATCA. If Treasury regulations subject payments with respect to the Notes to FATCA, or if a paying agent believes payments with respect to the Notes are subject to FATCA, Noteholders may be required to provide certain information to the paying agent to avoid withholding under FATCA on payments that Noteholders receive with respect to the Notes. In the event that any tax is withheld under FATCA from payments with respect to the Notes, neither the Issuer nor anyone else will be required to pay additional amounts in respect of the amounts withheld, and Noteholders may need to pursue a refund of any excess amounts withheld from the United States Internal Revenue Service. Noteholders should consult their tax advisor regarding the potential application of FATCA to the Notes.
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BUSINESS OF THE GROUP 1.
OVERVIEW
We are one of the top three leading developers and landlords in terms of the estimated total office market share by net leasable area (“NLA”) for existing Grade A office buildings located in Jakarta’s central business district according to Knight Frank. We are primarily engaged in the development, sales, rental and management of high quality properties in prime locations in Indonesia. Our projects include residential apartments, office buildings, shopping centres and hotels, primarily located in Jakarta’s central business district and adjoining neighborhoods. Since our establishment in 1983, we have completed 26 projects, including six projects that we currently operate as investment properties or hold as inventory. We are presently constructing four projects in Jakarta and one in Bali. Following the completion of our projects under construction, we plan to operate more than 230,000 square metres leasable area of office, retail and residential space and 975 hotel rooms. Our projects under construction include 240,653 square metres saleable area of strata title offices and apartments that have been, or are expected to be, sold. For the years ended 31 December 2013 and 31 December 2014, 51.1% and 32.7%, respectively, of our sales and operating income comprised recurring income derived from our investment properties. We have a total of four investment properties strategically located in Jakarta’s “Golden Triangle” 1 , namely Plaza Bapindo, Plaza Chase, Plaza Great River and Citywalk, and two projects under construction in Jakarta’s Golden Triangle, namely Icon Towers and Sinarmas MSIG Tower. Our completed properties and properties under construction in the Golden Triangle span a total of 194,949 square metres leasable area of grade A office and retail space and 228,813 square metres saleable area that we have sold or plan to sell as strata title offices and apartments and 224 hotel rooms. According to Knight Frank, for the first half of 2014 compared with the first half of 2013, the average asking gross rental for office space in Jakarta’s central business district increased 27.6% to Rp. 403,500 per square metre per month, while the average asking sale price for strata title office buildings in Jakarta’s central business district increased by 27.0% to Rp. 37.0 million per square metre. We are focused on the development of large-scale mixed-use properties in prime locations. Icon Towers, which is presently under construction in the Golden Triangle, is planned to comprise one tower with 158,682 square metres of grade A office space for sale and a 224 room hotel; a second tower spanning 70,078 square metres of grade A office space for lease and parking; and a podium with 6,298 square metres of area for fine dining and a ballroom. We expect a substantial portion of our sales and operating revenue to be derived from Icon Towers following the commencement of construction (using the percentage-of-completion method of revenue recognition) and significant progress of construction anticipated to occur in 2016 through 2018 and availability of the retail and grade A office space for lease, and operation of the hotel, commencing in 2018. In 2008, we completed Citywalk, a six-story building comprising three stories of offices and three stories of retail, all of which we operate. Our Sinarmas MSIG Tower, which is adjacent to Icon Towers, was 100% pre-sold prior to the commencement of construction in 2011. In 1986, we completed construction of Plaza Chase, which we currently operate for lease. Each of these developments is located on land in the Golden Triangle that we own pursuant to Hak Guna Bangunan or Right to Build (“HGB”) title. We have also developed properties in the Golden Triangle pursuant to build-operate-transfer
1
“Golden Triangle” is a triangular area of prime business and commercial establishments in South Jakarta comprising the area bordered by the three main roads of Jalan. H.R. Rasuna Said, Jalan. Jend. Sudirman, and Jalan. Jend. Gatot Subroto.
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(“BOT”) arrangements, namely Plaza Bapindo, an office and retail complex, and Plaza Great River, an office building, each of which we currently operate for lease. These BOT arrangements normally last for 20 to 30 years, and enable us to earn recurring revenue by operating the projects without incurring land acquisition costs. Our residential properties are located in prime and strategic locations and targeted to affluent purchasers. We are currently developing La Maison, a 29-floor apartment and retail concept building in South Jakarta, which includes 80 apartments of which we have pre-sold 66 to date, and retail space that we have pre-leased to a leading retailer. The project includes an additional 83 apartments for lease, with respect to which we are in discussions with an international hotel operator to potentially manage the apartments as serviced apartments. In 2008, we completed Cityloft, an 18-story apartment building comprising 512 two-story loft-style apartment units that we sold individually prior to completion, which is adjacent to the Citywalk retail and office development, which we also completed in 2008 and we currently operate for lease. We recently expanded our portfolio to include hospitality properties with a view to increase our recurring income and diversify our sources of revenue. The Hilton Garden Inn is a planned midscale hotel with 291 rooms that we have developed in Bali to be operated by Hilton under its flagship brand. The Holiday Inn & Suites is a 460-room midscale hotel that we have developed in Gajah Mada, Jakarta to be operated by InterContinental under the Holiday Inn brand. Both hotels are expected to commence operations in 2015. We are developing the Hilton Garden Inn pursuant to a BOT arrangement with Induk Koperasi TNI Angkatan Udara Pukadara. Our Icon Towers project includes a ten-story 224-room hotel located on the high floors of Tower I which will be operated by the Conrad under its flagship brand upon the completion of Icon Towers in 2018. We also operate STIE Panjaitan, a low-rise commercial office building in the central business district of East Jakarta with leasable area of 5,876 square metres, and Pusat Grosir Jatinegara (“PGJ”), a wholesale centre for mid-market traders in East Jakarta with leasable area of 29,130 square metres. We intend to divest PGJ and we have recorded this property as inventory since the fourth quarter of 2009. Our land bank comprises 6.4 hectares in Kampung Bandan, Jakarta, and an additional 107.9 hectares in Banten on the island of Java. We have location permits to acquire a total of 1,568 hectares of contiguous land in Banten, which includes our 107.9 hectare land bank there. For the years ended 31 December 2013 and 2014 we recorded sales and operating revenue of Rp. 829.4 billion (US$66.7 million) and Rp. 1,288.0 billion (US$103.5 million), respectively, and income for the year of Rp. 180.8 billion (US$14.5 million) and Rp. 408.1 billion (US$32.8 million), respectively. As of 31 December 2014, we had total assets of Rp. 5,114.3 billion (US$411.1 million) and total equity of Rp. 3,246.8 billion (US$261.0 million). 2.
HISTORY AND BACKGROUND
We commenced operations in 1983. In the mid-1980’s we developed prime residential investment complexes that were marketed primarily to international expatriates living in Jakarta. Subsequently, we developed a portfolio of prime commercial grade A office and retail investment properties to meet the rising demand for high quality office and retail premises in Jakarta. To serve the growing demand for affordable office space in areas adjoining the Golden Triangle, we expanded our portfolio to include quality office properties in Jakarta’s secondary business districts. The following timeline sets forth certain major events in our corporate history: •
1983: PT Duta Anggada Realty Tbk established
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•
1984: Kemang Club Villas (residential), Phase I, and Argo Pantes (office) are completed
•
1986: Plaza Chase (office) is completed
•
1989: Kemang Club Villas, Phases II through V (residential) are completed
•
1990: •
Shares listed on the Jakarta Stock Exchange
•
Mampang Park Office (office) is completed
•
1991: Hayam Wuruk Office Tower (office), Graha BIP (office), Graha Darya Varia (office), Plaza Duta (retail), Plaze Mebel (retail) and Ampera Townhouse (residential) are completed
•
1992: Tendean Office 39 (office) is completed
•
1993: Pavilion Park Apartment Tower 1 (residential) and Plaza Semut Indah (retail)
•
1994: STIE Panjaitan (office) and Hayam Wuruk Apartment (residential)
•
1995: Plaza Jatinegara (retail) is completed
•
1996: Plaza Bapindo (office) and Plaza Great River (office) are completed
•
1997: Menteng Regency Apartment (residential) is completed
•
2002: Pavilion Park Apartment Tower 2 (residential) is completed
•
2003: Pavilion Park Apartment Tower 3 (residential) is completed
•
2004: Pavilion Park Apartment Tower 4 (residential) is completed
•
2008: Citywalk (retail) and Cityloft (residential) are completed
•
2011: Construction of Sinarmas MSIG Tower (office) commenced
•
2012: Construction of La Maison (residential), Hilton Garden Inn (hotel), Holiday Inn & Suites (hotel) commenced
•
2013:
•
•
IDR Bonds issued
•
Construction of Icon Towers (office, hotel and retail) commenced
2014: Hilton Garden Inn (hotel) is completed
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3.
CORPORATE STRUCTURE
Each of the properties in our portfolio is held directly by us. In 2014, we incorporated PT Duta Hotel Manajemen to manage our hotel operations and contract with applicable hotel operators. In 2011 we incorporated PT Banten Energy International to acquire land in Java for the development of industrial estates. The following is an illustration of our corporate structure as of 31 December 2014, excluding three subsidiaries that are dormant:
PT Duta Anggada Realty Tbk. 99.98%(1)
99.9957%(1)
PT Banten Energy International
PT Duta Hotel Manajemen
Note: (1)
1 share is held by Hartadi Angkosubroto, our ultimate controlling shareholder.
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SUMMARY OF PROJECTS
Location
Type and Quality
Sinarmas MSIG Tower
Sudirman, South Jakarta
Podium: 2 stories retail space, including fine dining and ballroom 47-story office tower for sale
Tower II: 58 stories of grade A office space for lease and parking
Properties, Projects within Jakarta’s Golden Triangle Icon Towers Sudirman, South Tower I: 67 stories of Jakarta grade A office space for sale and a ten-story hotel
Project Name
Occupancy/ Sales (1)
70,131 square metres saleable area
5,102 square metres leasable area
70,078 square metres leasable area
100% pre-sold at an average price of US$2,443 per square metre in Q4 2011
158,682 square metres Not yet launched; saleable area and 224 Pre-sales scheduled to hotel rooms begin in Q1 2016
Size (1)
n/a
n/a
Average monthly total revenue per square metre (4) (in thousands of Rp.)
Construction began in Q4 2011; Completion expected in Q2 2015); 85.17% completed as of 31 December 2014
Construction began in Q2 2014; Completion expected in Q2 2018; 9.99% Completed as of 31 December 2014
Status and Actual/ Estimated Date of Completion (2)
HGB (2024)
HGB (2024)
Land Rights (expiry)
—
3,704
Independent Valuation as of 31 December 2014 (Rp. in billions)
—
298
Independent Valuation as of 31 December 2014 (US$ in millions)
The following table sets forth certain information about our completed and ongoing property development projects, and our land bank, as of 31 December 2014:
4.
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Sudirman, South Jakarta
K.H Mas Mansyur, Central Jakarta
Plaza Chase
Citywalk
H.R. Rasuna Said, South Jakarta
Sudirman, South Jakarta
Plaza Bapindo
Plaza Great River Total Golden Triangle:
Location
Project Name
Bank Mandiri Tower 27 stories of grade A office space for lease Citibank Tower - 27 stories of grade A office space for lease 3 stories of retail space for lease 25 stories of grade A office space for lease (including the podium) 3 stories of grade A office space for lease; 3 stories of retail space for lease 16 stories office building
Type and Quality
42% occupied
2,467 square metres leasable area 39,329 square metres leasable area
224 hotel rooms
228,813 square metres saleable area
9,313 square metres leasable area 8,918 square metres leasable area 18,850 square metres leasable area 194,949 square metres leasable area
83% occupied
29,816 square metres leasable area
194.1 254.9 272.5
96% occupied 13% occupied (3)
242.9
204.4
313.9
364.1
96% occupied
91% occupied
100% occupied
Occupancy/ Sales (1)
11,076 square metres. leasable area
Size (1)
Average monthly total revenue per square metre (4) (in thousands of Rp.)
Completed in 1996
Completed in 2008
Completed in 1986
Completed in 1996
Status and Actual/ Estimated Date of Completion (2)
Lease (June 2035)
HGB (2035)
HGB (2032)
Utilisation Agreement (May 2016) BOT (May 2016)
Land Rights (expiry)
15 475
5,904
44
111
7
Independent Valuation as of 31 December 2014 (US$ in millions)
191
551
1,376
82
Independent Valuation as of 31 December 2014 (Rp. in billions)
115
Location
Type and Quality
Total Greater Jakarta (excluding Golden Triangle):
Land Bank
STIE Panjaitan
Holiday Inn & Suites
6.4 hectares of land bank
460 hotel rooms;
11,840 square metres saleable area;
35,387 square metres leasable area;
5,876 square metres leasable area 6.4 hectares
12,684 square metres leasable area
Retail space for lease
Hotel
Panjaitan, East Jakarta 4 stories commercial university building Kampung Bandan, Land bank Jakarta
Gajah Mada, Jakarta
14,260 square metres leasable area 2,567 square metres leasable area 460 rooms
11,840 square metres saleable area
Size (1)
83 apartments for lease Retail space for lease
Other Properties, Projects and Land Bank in Greater Jakarta La Maison Barito, South Jakarta 80 apartments for sale
Project Name
n/a
91% occupied
Not yet launched
100% pre-leased
83% pre-sold at an average price of Rp. 29.2 million per square metre; Not yet launched;
Occupancy/ Sales (1)
n/a
110.2
n/a
n/a
Average monthly total revenue per square metre (4) (in thousands of Rp.) HGB (2022)
Land Rights (expiry)
n/a
HGB (2020)
Construction began in HGB (2027, Q4 2012; 2024, 2025) Completion expected in Q3 2015; 57.27% completed as of 31 December 2014 Completed in 1994 BOT (July 2021)
Construction began in Q1 2012; Completion expected in Q2 2015; 68.41% completed as of 31 December 2014
Status and Actual/ Estimated Date of Completion (2)
1,817
443
10
816
548
Independent Valuation as of 31 December 2014 (Rp. in billions)
146
36
1
66
44
Independent Valuation as of 31 December 2014 (US$ in millions)
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Location
Type and Quality
Planned industrial estates
107.9 hectares of land
107.9 hectares acquired pursuant to location permits for 1,568 hectares 291 hotel rooms;
n/a
Not yet launched
Occupancy/ Sales (1)
n/a
n/a
Construction started in Q1 2012; Near completion in Q4 2014 Land acquisition stage n/a
BOT (December 2030)
Land Rights (expiry)
471
54
417
Independent Valuation as of 31 December 2014 (Rp. in billions)
38
4
34
Independent Valuation as of 31 December 2014 (US$ in millions)
Plaza Great River has been under renovation since February 2014 and is expected to be re-tenanted in 2015.
Calculated on the basis of average monthly total revenue per square metre of occupied space for the financial year ended 31 December 2014.
(4)
could impair our reputation and future demand for our developments.”
There can be no assurance that our projects under construction will be completed on time or at all. See “Risk Factors — Risk factors associated with our business — Our business relies heavily on our reputation to deliver our developments on time and on the quality and image of our developments on an ongoing basis. Any project delays or negative publicity
retail space at Citywalk, the 1,056 square metre assembly hall.
calculating rental charges and service charges, but excluding (a) common areas such as floors and lifts, which are not allocated to tenants for purposes of calculating rental charges and service charges, (b) space that is occupied rent-free and (c) with respect to the retail space at Plaza Bapindo, the 5,275 square metre assembly hall, and, with respect to the
Calculated on the basis of total leasable area of each property as of 31 December 2014 taking into account common areas that are allocated to tenants for the purposes of
Banten, Java
291 rooms
Size (1)
Status and Actual/ Estimated Date of Completion (2)
(3)
(2)
(1)
Notes:
Total Outside Jakarta:
Land Bank
Project and Land Bank Outside Greater Jakarta Hilton Garden Ngurah Rai, Bali Hotel Inn Ngurah Rai Bali
Project Name
Average monthly total revenue per square metre (4) (in thousands of Rp.)
5.
COMPETITIVE STRENGTHS
We believe the following competitive strengths have contributed to our growth. High quality portfolio of prime office, retail and mixed-use properties strategically located in Jakarta, central business district We are among the top three leading developers and landlords in terms of the estimated total office market share by leasable area for existing Grade A office buildings located in Jakarta’s central business district (“CBD”). Our portfolio in the CBD, including investment properties (namely Plaza Bapindo, Plaza Chase, Citywalk and Plaza Great River), properties under construction (namely, Icon Towers and Sinarmas MSIG Tower) and land bank, had an appraised value of Rp. 8,505 billion (US$684 million) as of 31 December 2014. We have a total of six high quality investment properties and projects under construction in Jakarta’s prime CBD area, namely the Golden Triangle. Approximately 77% of the total leasable area of our completed investment properties is located within the Golden Triangle. Upon completion of our projects under construction, we expect to operate total leasable area of 194,949 square metres of grade A office and retail space in the Golden Triangle, in addition to 228,813 square metres of saleable area under construction (70,131 square metres of which we have pre-sold as of 31 December 2014, the remainder of which we plan to sell as strata title offices). The average occupancy rate of office space in Jakarta CBD was 96.2%, and average asking gross rental for office space was approximately Rp. 403,500 per square metre area as of 30 June 2014, according to Knight Frank. Similarly, our existing investment properties located in the Golden Triangle (excluding Plaza Great River, which is under renovation), namely Plaza Chase, Plaza Bapindo and Citywalk, enjoyed high occupancy rates of 90% as of 31 December 2014. We believe we are well positioned to take advantage of the strong performance of office rental rates and rising strata sale prices in the Golden Triangle.
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The following table sets forth certain key statistics of our investment properties in the Golden Triangle as of and for the financial year ended 31 December 2014:
Leasable Area (square metres)
Occupancy rate as of 31 December 2014 (%)
Average monthly total revenue per square metre of occupied space for the financial year ended 31 December 2014 (Rp. in thousands)
Asking monthly total revenue per square metre for the financial year ended 31 December 2014 (Rp. in thousands)
Rental renewal rate for the financial year ended 31 December 2014 (1) (%)
Rental reversion rate for the financial year ended 31 December 2014 (2) (%)
39,329
91
243.0
350.0
95
63
— Bank Mandiri Tower
11,076
100
364.1
400.0
69
64
— Citibank Tower ........
29,186
83
313.9
400.0
82
61
Citywalk .............................
18,191
96
223.7
330.0
96
70
Property
Existing Plaza Chase ...................... Plaza Bapindo
Under Construction or Renovation Icon Tower II ......................
70,078
—
—
—
—
—
Plaza Great River...............
18,850
—
—
—
—
—
Notes: (1)
Calculated based on the total leasable area covered by leases that were renewed during the period divided by the total leasable area covered by leases that expired during the period.
(2)
Represents the monthly average percentage increase of rental charges per square metre for all leases in each specified period.
High contribution of recurring income base which is set to grow further We believe that the proportion of sales and operating revenue that we derive from recurring revenue underpins future cash flow stability. For the years ended 31 December 2013 and 2014, recurring revenue accounted for 51.1% and 32.7%, respectively, of our total revenue. Our contribution from recurring revenues dipped in 2014 due to increased sales recognised from pre-sales of grade A office space in Sinarmas MSIG Tower and residential units in La Maison in 2011 and 2012. Over the long term, we target to have a recurring revenue contribution of around 50% of total revenues. Our high quality grade A office and retail buildings are key drivers of a relatively stable recurring income base. Our existing portfolio comprises 74% grade A office space and 26% retail space. Our proven track record in maintaining high levels of occupancy rates (90% as of 31 December 2014, excluding Plaza Great River and STIE Panjaitan and PGJ), rental renewals (84% for the twelve months ended 31 December 2014, excluding Plaza Great River and STIE Panjaitan and PGJ) and reversion rates (64% for the twelve months ended 31 December 2014, excluding Plaza Great River and STIE Panjaitan and PGJ), coupled with a long standing and high quality tenant base, also contribute to the stability of our recurring income contribution. We have a high quality tenant base that have occupied our properties for
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more than fifteen years, including Citibank, Bank Negara Indonesia, Bank Central Asia, Vale Indonesia, Genting, Bank Mandiri, Bentoel Group, Maybank Kim Eng and Indofood. We believe that our growing office and retail leasing portfolio will further expand and strengthen contribution to our recurring income. The following table sets forth certain key statistics with respect to our investment properties:
2013
2014
Rental reversion rate for the financial year ended 31 December 2014 (4) (%)
88
100
69
Office Space Occupancy (1) (%) As of 31 December
Rental renewal for the financial year ended 31 December 2014 (3) (%)
64
Grade A Office Space Plaza Bapindo Bank Mandiri Tower .............................. Citibank Tower......................................
93
83
82
61
Plaza Chase.............................................
88
91
95
63
Plaza Great River (2) ................................
17
13
—
—
Citywalk ...................................................
100
96
96
72
STIE Panjaitan ........................................
100
91
—
—
Plaza Bapindo .........................................
96
42
—
—
Citywalk ..................................................
90
96
97
56
Retail Space
Notes: (1) Calculated on the basis of total leasable area of each property as of the end of each specified period. (2) Plaza Great River has been under renovation since February 2014. In connection with the renovations we allowed most tenancies to expire and tenants vacated the premises other than two tenants that together accounted for approximately 13% of the leasable area of the building of 31 December 2014. As of the date of this Information Memorandum we are in the process of re-tenanting following completion of the renovations. (3) Calculated based on the total leasable area covered by leases that were renewed during the period divided by the total leasable area covered by leases that expired during the period. (4) Represents the monthly average percentage increase of rental charges per square metre for all leases in each specified period.
Significant growth potential underpinned by identified and visible pipeline of developments We have a visible and diversified pipeline of office, residential, retail and hotel projects that have commenced construction. We believe our pipeline of high quality developments will drive further diversification of future revenue streams with meaningful contribution from strata sales. Development properties We are presently constructing Sinarmas MSIG Tower, 70,131 square metres of saleable area of grade A office space that is expected to be completed in Q2 2015. The project was 100% pre-sold in 2011 to subsidiaries of Sinarmas Group. Within its vicinity, we have begun construction of Icon Towers on a 2.57-hectare site area and as of 31 December 2014 it is 9.99% completed. Icon Towers is planned to include 67 stories of grade A office space for sale and 58 stories of grade A office space for lease, all of which is expected to be completed during the second quarter of 2018. Upon completion, Icon Towers and Sinarmas MSIG Tower, together with Plaza Chase, will form a large mixed-use integrated complex located in the heart of the Golden Triangle offering a total of 338,220 square metres of leasable area and saleable area of grade A office space, 5,102 square metres of leasable area of retail space, 224 hotel rooms and door-front access to an MRT station, which is expected to be completed in 2018.
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In South Jakarta, we are developing La Maison, a residential project that is expected to be completed in Q2 2015. The project comprises 80 prime apartment units to be sold, of which we have pre-sold 66 units as of 31 December 2014, retail space that we have pre-leased in its entirety to a leading retailer, in addition to 83 serviced apartment units for lease. Consistent with our ongoing strategy to further diversify our portfolio, we acquired 107.9 hectares in Banten, Java. In addition, we obtained location permits to acquire 1,568 hectares in Banten. We believe we have a strong competitive advantage in acquiring land at a relatively cheap price and will benefit from low maintenance costs, which Knight Frank estimates to be between US$0.03 and US$0.08 per square metre, promising demand and rising sale prices according to Knight Frank. Investment properties We believe our pipeline of high quality investment properties under development will further add to recurring income contribution. We are currently developing 70,078 square metres of grade A office space which will be known as Icon Towers II, alongside a 5,102 square metre retail podium, located in the heart of Jakarta’s Golden Triangle. In Q2 2015, we expect to complete La Maison, which will add 83 units of prime serviced apartment units with a high-end supermarket and fine dining restaurant amenities. In 2015, we will be re-opening a newly refurbished Plaza Great River, offering an additional 18,850 square metres of grade A office space in the Golden Triangle. We believe entry into the hotel segment in Jakarta and Bali will provide further growth while diversifying our recurring revenue streams and geographic exposure. The Hilton Garden Inn in Bali is a hotel with 268 rooms, 23 suites and 1 presidential suite, located only 500 metres from the Ngurah Rai International Airport and 10 minutes from Kuta. The Holiday Inn & Suites Gajah Mada in Jakarta is a hotel with 368 rooms and 92 serviced apartments, located on one of the busiest streets in Jakarta, ideal for vacationers, shoppers and business travelers. The Hilton Garden Inn and Holiday Inn & Suites are expected to commence operations in 2015. Our planned hotel to be, located in the high floors of Tower I of our marquee Icon Towers development will offer 224 luxurious hotel rooms. Going forward, we seek to maintain approximately 50% of our portfolio in leased offices, and the remaining in retail, hotel and serviced residential apartments, to create an optimum diversified mix of recurring income. In addition, we own 6.4 hectares of land bank in Kampung Bandan, which we believe may be used for future potential projects. Favourable industry fundamentals and outlook We believe we are well positioned with our existing and pipeline portfolio of office, retail, hotel, residential and industrial properties to capitalise on the favourable property market fundamentals driven by a growing domestic economy (currently targeted at 7% GDP growth, source: Knight Frank, Oct 2014). The statistics and forecasts in the following discussion are based on the industry overview prepared by Knight Frank. Office and retail According to Knight Frank, demand for high quality office buildings is positive with continued strong demand and a significant increase in asking selling prices in the primary market. As of 30 June 2014, Grade A occupancy was 96.9% and gross rental was Rp. 611,383 per square metre per month, representing a 27.7% increase from gross rental of Rp. 478,910 per square
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metre per month as of 30 June 2013. Going forward, Knight Frank predicts stable single digit asking rental growth with overall occupancy in excess of 90% through 2015 and strata-title projects in the Sudirman corridor commanding higher asking prices in the primary market ranging from Rp. 50-70 million per square metre. Given the moratorium of permits for new malls in Jakarta since September 2011, supply growth is expected to be limited, providing a barrier of entry into the retail market. We believe we will benefit from increased bargaining power as a result of this policy. Knight Frank predicts single digit rental growth rates and shorter lease terms as Jakarta will remain the expansion target for international retailers due to its large and high potential market. Overall occupancy rates in Jakarta are expected to remain stable above 90%. Residential According to Knight Frank, rising demand for future premium strata-title condominium projects has triggered a significant increase in asking selling prices in the primary market. This positive trend is expected to continue supported by strong underlying fundamentals and business confidence given the peaceful outcome of presidential elections. Prices and service charges are expected to show moderate double-digit growth due to strong demand and potential increases in electricity tariffs and subsidised fuel prices leading to higher building material costs. Quality developments in highly desirable locations with having unique design and concepts will likely continue to outperform the market. Rental growth is expected to continue with single-digit increases with occupancy rates in excess of 80%. Hotel In Jakarta, given the resilient domestic economy and domestic travelers, the overall trend of the Jakarta hotel market is expected to remain positive in the year ahead. Knight Frank expects hoteliers to remain optimistic, supported by the newly elected President Joko Widodo and strong consumer confidence. Bolstered by the growing number of wealthy individuals and being Indonesia’s gateway city, Knight Frank projects that Jakarta will continue providing significant opportunities for growth. Occupancy rates are expected to remain stable in the 80% range, with room rates continuing to improve with low double-digit growth. We believe the government’s commitment to boost infrastructure development in Bali is a positive step to help optimise the potential and to accommodate rapid growth of tourism in Bali, including the almost completion of Ngurah Rai airport expansion, which is adjacent to our Hotel Hilton Garden Inn development. As Bali is the most popular international tourist destination in Indonesia, Knight Frank projects that overall room rates will rise by approximately 5-10% with occupancy rates in the 65%-70% range. Industrial estates According to Knight Frank, the industrial market in the Banten area, particularly in the Serang area, remains promising. The Serang area offers very competitive prices for prepared industrial land along with the commitment of the Banten regional government to develop better transport infrastructure. Knight Frank expects land prices to remain stable throughout 2014 and 2015, subject to economic conditions. Healthy financials and improving financial metrics We have a healthy financing position supported by stable revenues and cash flows. In addition to recurring revenue, we will recognise the remaining pre-sales revenues of Sinarmas MSIG Tower and 66 units of La Maison which are expected to be completed by Q2 2015. We expect our recurring revenue to increase substantially in 2015 as a result of the expected re-tenanting of Plaza Great River, which has been under renovation since February 2014, the
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commencement of operations of the retail and residential space for lease at La Maison, and the commencement of operations of the 460 room Holiday Inn & Suites in Jakarta and 291 room Hilton Garden Inn in Bali. Icon Tower II, which is planned to include grade A office space for lease and a hotel, is expected to increase our recurring revenue following its completion, which is currently expected in 2018. Strong track record as a developer led by a highly experienced management team Since our establishment in 1983, we have completed 26 projects comprising more than one million square metres of office, retail, residential and hospitality space. From our roots as a developer of prime CBD residential product offering and concepts that were marketed primarily to international expatriates living in Jakarta, we have grown to develop prime grade A office and retail space, and expansion into hospitality developments expected to commence operations in 2015. We believe we have earned a reputation for developing properties in prime locations, with quality construction and innovative architecture and design. We are led by a respected management team that brings a wealth of industry experience from both within and outside our company. The members of our senior management team and board of directors have an average of more than 20 years of experience in the Indonesia property industry. We have also put in place an effective corporate governance structure, internal audit, in-house project execution processes and risk management policy that seeks to minimise development and execution risk and ensure the high quality of our product offerings. We endeavor to uphold the high quality of our developments through the expertise of our board of directors, management team and project managers, leading third party consultants, as well as regular quarterly reporting by our management team to our board of commissioners on the status of existing and pipeline developments. 6.
BUSINESS STRATEGY
We seek to maintain and strengthen our position as a leading real estate developer in Indonesia by pursuing the following strategies: Continue to build a well-balanced portfolio of recurring and development income We intend to grow our strong recurring cash flows augmented by sales of development properties. We target maintaining a significant portion of recurring income to total sales and operating revenue by developing and owning high quality complementary mixed-use properties with a balance of strata sales and rental components. We also plan to continue to seek out partnership opportunities with landowners to develop high quality office and hotel properties for investment purposes pursuant to BOT arrangements. Our existing and planned properties provide recurring revenue from diversified sources, as well as substantial sales revenues. We plan to maintain a balanced and optimal mix between receiving short-term upfront cash flow from pre-sales and maintaining a long-term stable recurring income base. Following the completion of our projects under construction we expect to derive recurring revenue from more than 184,338 square metres leasable area of grade A office space, 31,738 square metres leasable area of retail space, 14,260 square metres leasable area of residential space and 975 hotel rooms. Our projects under construction include an additional 240,653 square metres saleable area of strata title offices and apartments that we have sold or intend to sell. Over the long term, we target to have a recurring revenue contribution of around 50% of total revenues.
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Pursue active and targeted growth opportunities We plan to continue to develop properties in strategic locations within Jakarta and elsewhere in Indonesia. We continually seek prime asset and land acquisitions and partnership opportunities to further enhance our business growth strategy. We have successfully developed land plots, particularly land that is adjacent to our existing developments in order to take advantage of economies of scale and critical mass around a strategic location. For example, Icon Towers and Sinarmas MSIG Tower are under construction on adjacent plots to our existing Plaza Chase property and are planned to share a parking facility and we expect that the hotel will benefit from its proximity to each of these projects. Furthermore, we have location permits to acquire a total of 1,568 hectares in Banten, Java, of which we had acquired 107.9 hectares as of 31 December 2014. Each of these parcels is strategically located near a port and we plan to develop the land as industrial estates. Prudent capital and risk management We plan to maintain a prudent financing strategy with a debt to equity ratio not in excess of 1.0, and a balanced debt maturity profile. Our commercial office projects are typically undertaken with substantial tenant/buyer pre-commitments. For example our Sinarmas MSIG Tower under construction was 100% pre-sold prior to commencing construction. We are focused on developing prime locations from land that we shortlist for development, and we conduct thorough feasibility studies with respect to potential new projects availability and project financing. We also seek to reduce our capital outlay by entering into BOT arrangements, which can provide access to prime land with reduced capital commitments. We also aim to source the most cost effective sources of financing to fund our projects. Long-term partnerships with leading third party professional service providers We aim to continue to develop strong relationships with, and appoint, reputable consultants at each stage of the development process. Architectural consultants that we have engaged for our projects include PT Waga for Icon Towers, Gruen Associate for Citywalk and Plaza Bapindo; Smallwood, Reynolds Stewart, Stewart for various residential projects; DiMarzio Kato for the Holiday Inn & Suites and La Maison; and Sekawan Designinc. for the Holiday Inn & Suites. Structural engineers that we have engaged for our projects include Wong Hobach & Lau for the Holiday Inn & Suites; PT Gistama Intisemesta for La Maison; and Biro Design Wardhana for the Holiday Inn & Suites. Quantity surveyors that we have engaged for our projects include Langdon & Seah for Plaza Chase; Reynolds Partnership PT for the Holiday Inn & Suites; Prosys Engineers International for the Holiday Inn & Suites; and Wolferstan Trower for La Maison. Construction contractors that we have engaged for our projects include Murinda Iron Steel for Sinarmas MSIG Tower and the Holiday Inn & Suites. We have also entered into hotel management agreements with internationally recognised hotel operators, InterContinental, Hilton and Conrad, to manage the Holiday Inn & Suites, the Hilton Garden Inn and the planned hotel property in Icon Tower I respectively. 7.
PROPERTIES AND PROJECTS WITHIN GOLDEN TRIANGLE
We are constructing Icon Towers, a large-scale two-tower office, retail and hotel complex, and Sinarmas MSIG Tower, an office tower, within Jakarta’s Golden Triangle and adjacent to our existing Plaza Chase office tower. Upon completion of Icon Towers and Sinarmas MSIG, these properties, together with Plaza Chase, will comprise an integrated four-tower complex, including two office towers operated by us as investment properties, in addition to a hotel, fine dining area, ballroom and shared car park. We presently operate four developments comprising 119,769 square metres of leasable area of grade A office and retail space in the Golden Triangle, namely Plaza Chase, Plaza Bapindo, Plaza Great River and Citywalk. Upon completion of our projects under construction, we expect to operate a total of 194,494 square
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metres of grade A office and retail space in the Golden Triangle and earn additional recurring revenue from the planned hotel at Icon Towers. In addition, we plan to sell an aggregate of 158,682 square metres of grade A office space at our Icon Towers project that is currently under construction in the Golden Triangle. The Golden Triangle is a prime location that has experienced, and is expected to continue to experience, rising demand, rental rates and selling prices. This area is Indonesia’s financial services hub, in addition to being popular among tourists and the location of various large shopping centres. According to Knight Frank, for the first half of 2014 compared with the first half of 2013, the average asking gross rental for office space in Jakarta’s central business district increased 27.6% to Rp. 403,500 per square metre per month, while the average asking sale price for strata title office buildings in Jakarta’s central business district increased by 27.0% to Rp. 37.0 million per square metre. Icon Towers We are presently constructing Icon Towers, a high-rise commercial office complex located on a 2.57-hectare site area in Sudirman, South Jakarta, adjacent to Plaza Chase, at Jalan Setiabudi Raya, Sub District Karet, District Setiabudi, South Jakarta. Icon Towers is planned to comprise two towers connected by a podium. Tower I is a planned 76-story tower consisting of 67 stories of strata title offices to be sold and nine floors to be operated as a 224-room hotel. Tower II is planned to be 58 stories to be operated as offices for lease and parking. The podium is planned to include four stories below ground with fine dining and a ballroom. The hotel will be operated by the Conrad under its flagship brand upon the completion of Icon Towers in 2018. This is a very large-scale project that is strategically located on prime real estate at Jalan. Jendral Sudirman, the very centre of Jakarta’s Golden Triangle, surrounded by cultural landmarks, the business district, and shopping centres. The property is accessible from Jalan. Jend. Sudirman and Jalan. H.R. Rasuna Said, which are two of the three roads that make up the Golden Triangle. We hold the land under HGB title through 2024. The total saleable area of Tower I under the current plans is 158,682 square metres and the total leasable area of the grade A office space in Tower II under the current plans is 70,078 square metres. The podium is planned to include 5,102 square metres of retail space. The car park is planned to have capacity for 4,500 cars to be shared with Sinarmas MSIG Tower, which we are developing adjacent to Icon Towers. Planned facilities at Icon Towers include a 24-hour concierge service, an executive lounge, high speed broadband internet access, various dining options, fully equipped conference facilities, 24-hour security including restricted access to private lift lobbies and floor destinations using security cards, emergency backup power supply and convenient access to public transport, including a mass rapid transit (MRT) station in front of the building which is currently expected to commence operations in 2018. We commenced construction of Icon Towers in 2013. We have obtained the necessary approvals, permits and licenses for the block plan and completed land clearance and piling for this development. Conrad has been engaged as hotel manager for the hotel in Tower I and we are currently negotiating with potential anchor tenants for Tower II. The project is currently expected to be completed in 2018, following which we expect to derive a substantial portion of our sales and recurring income from Icon Tower II. We expect to derive a substantial portion of our sales revenue in 2016 through 2018 from progress in the construction of Icon Tower I (using the percentage-of-completion method). As of 31 December 2014, the percentage of completion of Icon Towers was 9.99%.
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Sinarmas MSIG Tower We are presently constructing Sinarmas MSIG Tower, a planned 47-story office tower that we are developing on a 5,930 square metres site area adjacent to our Icon Towers development, at Jalan Setiabudi Raya, Sub District Karet, District Setiabudi, South Jakarta. The development is planned to include retail space on the ground floor. Sinarmas MSIG Tower and Icon Towers are planned to share a car park with capacity for 4,500 cars. The planned saleable area of Sinarmas MSIG Tower is 70,131 square metres, all of which has been pre-sold at an average price of US$2,443 per square metre. We hold the land under HGB title through 2024. In 2011, prior to the commencement of construction, we pre-sold the entire saleable area of Sinarmas MSIG Tower to two purchasers, each of which is a subsidiary of the Sinarmas group. As of 31 December 2014, we had received 79% of the total sale price. Construction commenced in 2011 and is substantially complete and the building is expected to be handed over to the purchasers during Q2 2015. As of 31 December 2014, the percentage of completion of Sinarmas MSIG Tower was 85.17% and we had recognised a total of Rp. 1,533.5 billion (US$123.3 million) of revenue and Rp. 844.2 billion (US$67.9 million) of expenses with respect to the grade A office space sold. Plaza Bapindo We developed and currently operate Plaza Bapindo, a mixed-use complex comprising two 27-story office blocks, which are designated as Bank Mandiri Tower and Citibank Tower, and an annexed eight-story car park building. The property is located at Jalan Jend Sudirman Kav. 54-55, Sub District of Senayan, District of Kebayoran Baru, South Jakarta. The car park building includes a food court in the basement and convention halls on the seventh and eighth floors. We developed Plaza Bapindo as a build-operate-transfer, or BOT, and we have the right to operate each tower until May 2016. Bank Mandiri Tower was completed in 1994. Citibank Tower was completed in 1996. The property is strategically located on Jalan. Jend. Sudirman within the Golden Triangle and next to the Jakarta Stock Exchange. We developed Plaza Bapindo pursuant to BOT agreements with Bank Mandiri, which owns the land under this development. Pursuant to the BOT agreements, we funded the cost of developing Plaza Bapindo and we are required to pay a royalty to Bank Mandiri during the term of the BOT agreement, following which the buildings will revert to Bank Mandiri. The BOT agreement for Bank Mandiri Tower expired in May 2014 and we entered into a utilisation agreement to continue to manage the property through May 2016. The BOT agreement for Citibank Tower will expire in May 2016. Plaza Bapindo comprises Bank Mandiri Tower and Citibank Tower. Bank Mandiri Tower has a leasable area of 11,076 square metres, excluding 29,213 square metres that Bank Mandiri is entitled to occupy free of charge until May 2016 and 358 square metres that is occupied by the building management free of charge. Citibank Tower has a leasable area of 29,816 square metres, excluding 13,341 square metres that is occupied by Citibank and with respect to which Citibank is required to pay only service charges (but not rental charges) through May 2016. Citibank occupies an additional 1,931 square metres with respect to which Citibank is required to pay both rental charges and service charges. Other key tenants of Plaza Bapindo include Samsung Engineering, JOB Pertamina - Talisman Jambi Merang, Maybank Kim Eng Securities and Vale Indonesia. Plaza Bapindo also includes retail space with a leasable area of 2,467 square metres, excluding a 5,275 square metre assembly hall.
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The following table sets forth information on the occupancy rate, average monthly rental charge, average monthly service charge and average monthly total revenue per rented square metre for Bank Mandiri Tower as of the dates and for the periods indicated.
Period
Occupancy rate for Bank Mandiri Tower (1) (%)
Average monthly rental charge per square metre of occupied leasable area for Bank Mandiri Tower (1)
Average monthly service charge per square metre of occupied leasable area for Bank Mandiri Tower (1)
Average monthly total revenue per square metre of occupied leasable area for Bank Mandiri Tower (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 .................................
88
180.1
104.7
284.8
Year ended 31 December 2014 .................................
100
271.7
92.4
364.1
Notes: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
The following table sets forth information on the occupancy rate, average monthly rental charge, average monthly service charge and average monthly total revenue per rented square metre for Citibank Tower as of the dates and for the periods indicated.
Period
Occupancy rate for Citibank Tower (1) (%)
Average monthly rental charge per square metre of occupied leasable area for Citibank Tower (1)
Average monthly service charge per square metre of occupied leasable area for Citibank Tower (1)
Average monthly total revenue per square metre of occupied leasable area for Citibank Tower (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
93
188.9
94.3
283.2
Year ended 31 December 2014 ..................................
83
219.6
94.3
313.9
Notes: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
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The following table sets forth information on the occupancy rate, average monthly rental charge, average monthly service charge and average monthly total revenue per rented square metre for the retail space at Plaza Bapindo as of the dates and for the periods indicated.
Period
Occupancy rate for retail space (1) (%)
Average monthly rental charge per square metre of occupied leasable area for retail space (1)
Average monthly service charge per square metre of occupied leasable area for retail space (1)
Average monthly total revenue per square metre of occupied leasable area for retail space (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
96
137.6
64.1
201.7
Year ended 31 December 2014 ..................................
42
131.3
73.1
204.4
Notes: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
During each of the years ended 31 December 2013 and 2014, no single tenant accounted for more than 6% of our total revenue from Plaza Bapindo. As of 31 December 2014, there were 140 tenants at Plaza Bapindo. The following table sets forth the five largest tenants, across all grade A office space and retail space, of Plaza Bapindo for the year ended 31 December 2014.
Tenant
Industry classification
Tenancy expiry date
Percentage of monthly total revenue (1)
Tenant A ........................................... Cigarette
September 2015
Tenant B .......................................... Oil & Gas
April 2016
4.8%
Tenant C .......................................... Mining
April 2016
4.3%
Tenant D .......................................... Securities
March 2016 through May 2016
4.0%
Tenant E .......................................... Insurance
March 2016
3.9%
Total
5.5%
22.5%
Note: (1)
Percentage of monthly total revenue is calculated using average monthly total revenue for the financial year ended 31 December 2014.
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The following table sets forth information relating to Plaza Bapindo leases, across all grade A office space and retail space, that will expire during the periods indicated as of 31 December 2014.
Total number of Leasable area of expiring tenancies expiring tenancies
Period
(sq. m.)
Expiring tenancies as a percentage of monthly total revenue (1) (%)
Year ending 31 December 2015 ............................
55
7,070
14.9
Year ending 31 December 2016 ............................
85
29,642
85.1
Year ending 31 December 2017 ............................
—
—
—
Total ....................................................................
140
36,713
100
Note: (1)
Expiring tenancies as a percentage of monthly total revenue is calculated using average monthly total revenue for the financial year ended 31 December 2014.
Plaza Chase Plaza Chase is a landmark building that established our presence in the property market in Jakarta. Plaza Chase is a commercial office building comprising a 25-story tower block with a podium and an adjoining eight-story car park building. Plaza Chase is located on an 11,800-square-metre site at Jalan Jend Sudirman Kav. 21, Sub District of Karet, District of Setiabudi, South Jakarta. Jalan. Jend. Sudirman is one of Jakarta’s three main thoroughfares that make up the Golden Triangle. The building was completed in 1986. We hold the land under HGB title through 2032. The office tower at Plaza Chase (including the podium) includes 39,329 square metres of leasable area. We occupy an additional 3,269 square metres rent-free and an additional 213 square metres of rent-free space in the podium is occupied by the building management. Key tenants in Plaza Chase include Bank BNI, BCA and Indofood. The following table sets forth information on the occupancy rate, average monthly rental charge, average monthly service charge and average monthly total revenue per rented square metre for the grade A office space at Plaza Chase as of the dates and for the periods indicated.
Period
Occupancy rate (1) (%)
Average monthly rental charge per square metre of occupied leasable area (1)
Average monthly service charge per square metre of occupied leasable area (1)
Average monthly total revenue per square metre of occupied leasable area (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
88
108.5
93.9
202.5
Year ended 31 December 2014 ..................................
91
149.9
93.0
243.0
Note: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
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As of 31 December 2014, there were 93 tenants (including our Company) at Plaza Chase. The following table sets forth the five largest tenants of Plaza Chase for the month ended 31 December 2014.
Tenant
Industry classification
Percentage of monthly total revenue (1)
Tenancy expiry date
Tenant A ................................. Banking
June 2015 through December 2015
Tenant B ................................. Consumer Goods
July 2015 through April 2016
18.2% 7.6%
Tenant C ................................. Property Developer July 2016 through August 2016
7.2%
Tenant D ................................. Insurance
April 2016 through October 2016
4.9%
Tenant E ................................. Insurance
May 2016
4.4%
Total......................................................................................................................................
42.3%
Notes: (1)
Percentage of total revenue is calculated using average monthly total revenue the financial year ended 31 December 2014.
The following table sets forth information relating to leases of Plaza Chase’s tenants (excluding us and the building management) that will expire during the periods indicated as at 31 December 2014.
Period
Total number of Leasable area of expiring tenancies expiring tenancies (sq. m.)
Expiring tenancies as a percentage of monthly total revenue (1) (%)
Year ending 31 December 2015..............................
41
19,536
50.0
Year ending 31 December 2016..............................
48
15,775
48.5
Year ending 31 December 2017..............................
3
428
1.6
After 1 January 2018..............................................
—
—
—
Total......................................................................
92
35,740
100
Note: (1)
Expiring tenancies as a percentage of total revenue is calculated using average total revenue for the financial year ended 31 December 2014.
Citywalk Citywalk is a six-level retail and office project that we developed for lease. The first three stories of Citywalk comprise a retail shopping mall and the top three stories comprise grade A office space for lease, all of which we operate. Citywalk is adjacent to Citylofts, an 18-level apartment building comprising 512 two-story loft-style apartment units that we sold individually in 2012, and a three-level basement car park. The project is located at Jalan K.H. Mas Mansyur No. 121, Sub District of Karet Tengsin, District of Tanah Abang, Central Jakarta, within the Golden Triangle and has direct access to Jalan. Jend. Sudirman via a service road. We completed this project in 2008. The land is held under HGB title through 2035. Citywalk has a leasable area of 18,231 square metres, comprising 8,918 square metres of leasable area of retail space and 9,313 square metres of leasable area of grade A office space, excluding a 1,056 square metre assembly hall. Key tenants include Infomedia, Starbucks, Papaya Supermarket, Raffles Design School, BreadTalk, Burger King and Gold’s Gym.
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The following table sets forth information on the occupancy rate and average monthly rental (including service charges) per rented square metre for the grade A office space at Citywalk as of the dates and for the periods indicated.
Period
Occupancy rate for office space (1) (%)
Average monthly rental charge per square metre of leasable area of office space (1)
Average monthly service charge per square metre of leasable area of office space (1)
Average monthly total revenue per square metre of leasable area of office space (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
100
79.0
59.0
138.0
Year ended 31 December 2014 ..................................
96
136.7
57.5
194.1
Note: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
The following table sets forth information on the occupancy rate and average monthly rental (including service charges) per rented square metre for the retail space at Citywalk for the periods indicated.
Period
Occupancy rate of retail space (1) (%)
Average monthly rental charge per square metre of leasable area of retail space (1)
Average monthly service charge per square metre of leasable area of retail space (1)
Average monthly total revenue per square metre of leasable area of retail space (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
90
150.0
75.6
225.6
Year ended 31 December 2014 ..................................
96
174.9
83.7
258.6
Note: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
As of 31 December 2014, there were 58 tenants at Citywalk. The following table sets forth the five largest tenants of Citywalk for the month ended 31 December 2014.
Tenant
Industry classification
Tenancy expiry date
Percentage of monthly total revenue
Tenant A ....................................... Call Centre
May 2016
Tenant B ....................................... Design Institute School
March 2016
Tenant C....................................... Gym
November 2015
6.5%
Tenant D....................................... Entertainment
March 2017
2.9%
Tenant E ....................................... Food & Beverages
April 2017
2.7%
Total
36.6% 8.2%
57.0%
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The following table sets forth a breakdown of the trade sectors of Citywalk’s retail tenants for the month ended 31 December 2014.
Trade sector (retail tenants only)
Percentage of total leasable area (1)
Monthly total revenue
Percentage of monthly total revenue
(%)
(Rp. in thousands)
(%)
Office ...................................................................
42.7
1,414,360
36.6
Food and beverages ..............................................
31.4
1,616,891
41.8
Gym and exercise ..................................................
9.5
253,163
6.5
Education ..............................................................
8.5
318,060
8.2
Entertainment ........................................................
5.3
111,568
2.9
Other (3) ..................................................................
2.6
153,312
3.9
Total......................................................................
100.0
3,865,353
100.0
Note: (1)
Calculated on the basis of total leasable area of office and retail space of 18,231 square metres.
(2)
Percentage of total revenue is calculated using average monthly total revenue for the financial year ended 31 December 2014.
(3)
Other includes banking, beauty, pharmacy and other health care.
The following table sets forth information relating to Citywalk leases that will expire during the periods indicated as of 31 December 2014.
Period
Total number of Leasable area of expiring tenancies expiring tenancies (sq. m.)
Expiring tenancies as a percentage of monthly total revenue (1) (%)
Year ending 31 December 2015..............................
15
2,552
12.9
Year ending 31 December 2016..............................
20
10,374
56.5
Year ending 31 December 2017..............................
9
2,209
14.4
After 1 January 2018..............................................
14
2,335
16.1
Total......................................................................
58
17,440
100
Note: (1)
Expiring tenancies as a percentage of gross retail rental income calculated using average monthly total revenue for the financial year ended 31 December 2014.
Plaza Great River Plaza Great River is a 16-story commercial office building, comprising 11 stories of grade A office space and a 5 story car park facility, at Jalan H.R. Rasuna Said Blok X2 No. 1, Sub District of Kuningan Timur, District of Setiabudi, South Jakarta. The project is located on a 6,025-square-metre site at Jalan. Rasuna Said, one of the three main thoroughfares in Jakarta that make up the Golden Triangle. The building was completed in 1996.
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Plaza Great River has a leasable area of 18,850 square metres, with an additional 100 square metres of rent free space occupied by the building management and 1,902 square metres of rent free space occupied by the Yayasan Dana Pensiun Perkebunan (Dapenbun) as a land owner. Key tenants include BRI Agro, an Indonesian bank. We developed Plaza Great River pursuant to a BOT arrangement with Yayasan Dana Pensiun Perkebunan (Dapenbun), pursuant to which we operated the building for 20 years through December 2013. Following the expiry of the BOT term, we renovated the building and entered into a long term lease with Yayasan Dana Pensiun Perkebunan (Dapenbun) through June 2035. In connection with the renovations, we allowed most tenancies to expire and tenants vacated the premises other than two tenants, including BRI Agro, which together accounted for approximately 13% of the leasable area of the building as of 31 December 2014. Pursuant to our long term lease for this building, we are required to pay a total of approximately Rp. 220 billion over six years to Yayasan Dana Pensiun Perkebunan (Dapenbun). We are in the process of re-tenanting the building, following completion of the renovations. The following table sets forth information on the occupancy rate, average monthly rental charge, average monthly service charge and average monthly total revenue per rented square metre for the grade A office space at Plaza Great River as of the dates and for the periods indicated.
Period
Occupancy rate (1) (%)
Average monthly rental charge per square metre of occupied leasable area (1)
Average monthly service charge per square metre of occupied leasable area (1)
Average monthly total revenue per square metre of occupied leasable area (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
17
138.3
91.9
230.2
Year ended 31 December 2014 ..................................
13
192.5
80.0
272.5
Note: (1)
Calculated on the basis of total leasable area as of the end of each specified period. Plaza Great River has been under renovation since February 2014. In connection with the renovations, we allowed most tenancies to expire and tenants vacated the premises other than two tenants that together accounted for approximately 13% of the leasable area of the building as of 31 December 2014. We plan to re-tenant the building beginning in early 2015, following completion of the renovations.
8.
PROPERTIES AND PROJECTS IN GREATER JAKARTA
La Maison La Maison is a 29-floor high-rise apartment and retail concept building under construction on a 6,615 square-metre site at Jalan Barito Raya, Sub District Kramat Pela, District Kebayoran Baru, South Jakarta, comprising 80 apartments for sale, an additional 83 apartments for lease, and retail space for lease. The apartments and retail space are planned to have separate entrances. We have pre-leased the retail space to a leading retailer to operate a supermarket and fine dining restaurant. We hold the land for this property under HGB title through 2022. Construction commenced in 2013 and is expected to be completed in Q2 2015. Occupancy is expected to commence in 2015. The total saleable and leasable area of the apartments is planned to be 26,100 square metres and the leasable area of the retail space is planned to be 2,567 square metres. The plans also include parking for 281 cars. The project is strategically
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located in the heart of South Jakarta with easy access to Jakarta’s CBD and other prime areas. The apartments are planned to include high-end finishes, high ceilings and two private lifts for each unit. Planned facilities include a swimming pool, fitness centre and various dining and retail options. In 2013, we launched pre-sales of the 80 apartments that we are developing for sale. As of 31 December 2014, 66 of these apartments had been sold at an average price of Rp. 29.2 million per square metre, representing a total floor area of approximately 9,558 square metres and approximately 80.7% of the total floor area that we are offering for sale. With respect to the 83 apartments that we are developing for lease, we are negotiating with an international hotel operator to potentially operate these units as serviced apartments. As of 31 December 2014, the percentage of completion of La Maison was 68.41% and we had recognised a total of Rp. 189.5 billion (US$15.2 million) of revenue and Rp. 117.1 billion (US$9.4 million) of expenses with respect to the apartments sold. Holiday Inn & Suites Gajah Mada The Holiday Inn & Suites Gajah Mada is a midscale hotel, which we are developing on a site area of 13,060 square metres located at Jalan Gajah Mada No. 211, Sub District Glodok, District Taman Sari, West Jakarta, is planned to be operated by InterContinental Hotels Group (Asia Pacific) Pte. Ltd. (“InterContinental”). The hotel is planned to include a total of 460 rooms (including suites) on 25 stories with a total floor area of 35,705 square metres, additional retail space with a leasable area of 12,684 square metres and a car park building with capacity for 1,013 cars. The retail area is planned to include a swimming pool, ballroom, lounge and conference rooms. Construction commenced in 2013 and the hotel is expected to commence operations in 2015. As of 31 December 2014, the percentage of completion of the Holiday Inn & Suites was 57.27%. In January 2013, we entered into a management agreement with InterContinental to operate the Holiday Inn & Suites under the Holiday Inn brand for an initial term of 15 years from the opening date of the hotel, which may be extended for up to two successive 10-year extensions upon our mutual agreement with InterContinental. Pursuant to the management contract, InterContinental is entitled to charge and retain a management fee, comprising a base fee and an incentive fee. The base management fee is equal to a fixed percentage of revenue, while the revenue share that constitutes the incentive management fee varies depending on the profitability of the hotel. The terms of the management contract would require us to contribute a portion of revenue generated by the hotel to a “system fund” relating to marketing and reservations and InterContinental’s priority club rewards programme, and to reimburse InterContinental for various costs, including with respect to training and employee satisfaction programmes, travel agent commissions, a guest services tracking system, quality evaluation charge and other out-of-pocket expenses. In addition, a specified percentage of revenue generated by the hotel would be required to be deposited in a capital replacement fund. The agreement is terminable by either party upon 30 days’ written notice following the default of the other party. Conrad Jakarta The Conrad Jakarta is a planned upscale hotel, which will be located on the high floors of Tower I of our marquee Icon Towers development. The hotel will be part of the Icon Towers project that is strategically located on 2.57-hectares of prime real estate at Jalan. Jendral Sudirman, in the very centre of Jakarta’s Golden Triangle. The hotel will be accessible from both Jalan. Jend Sudirman and Jalan. Rasuna Said, which are two of the three roads that make up the Golden Triangle. The hotel will also be conveniently accessible via public transport, including a mass rapid transit (MRT) station in front of Icon Towers which is currently expected to commence operations in 2018. The hotel is planned to include a total of 224 rooms on 10
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stories with a total floor area of approximately 29,543 square metres. Construction began in 2014 and the hotel is expected to commence operations in 2018. As of 31 December 2014, the percentage of completion of Icon Towers where the Conrad Jakarta will be located was 9.99%. In December 2014, we entered into a management agreement with Hilton Worldwide Manage Limited to operate the Conrad Jakarta under the Conrad brand for an initial term of 22 years from the opening date of the hotel, which may be extended for up to two successive 10-year extensions upon our mutual agreement with Hilton Worldwide Manage Limited. Pursuant to the agreement, Hilton Worldwide Manage Limited is entitled to charge and retain a management fee. The management fee is stated as a percentage of gross profit and such percentage varies depending on the profitability of the hotel, which allows for sharing of gains and losses. 9.
PROPERTIES AND PROJECTS OUTSIDE GREATER JAKARTA
Hilton Garden Inn Ngurah Rai - Bali The Hilton Garden Inn Ngurah Rai — Bali is a midscale hotel, which we are developing on a site area of 19,853 square metres located at Jalan Airport Ngurah Rai, Sub District Tuban, District Kuta, Regency Badung, Bali, which is less than one kilometre from the airport in Ngurah Rai, Bali that is planned to be operated by PT Hilton International Manage Indonesia (“Hilton”). The hotel is planned to include a total of 291 rooms (including suites) on three stories with a total floor area of 19,441 square metres, and above-ground parking for 144 cars adjacent to the hotel. Planned hotel facilities include a fitness facility and swimming pool. Construction commenced in 2012 and is substantially complete. The hotel is expected to commence operations in 2015. In November 2013, we entered into a management agreement with Hilton pursuant to which we appointed Hilton to manage the operation of the Hilton Garden Inn Ngurah Rai under the Hilton brand for an initial term of 15 years from the opening date of the hotel. The term may be extended for up to two successive 10-year extensions upon our mutual agreement with Hilton. Pursuant to the agreement, Hilton is entitled to charge and retain a management fee, which is payable in US dollars. The management fee is stated as a percentage of gross profit and such percentage varies depending on the profitability of the hotel, which allows for sharing of gains and losses. Hilton is also entitled to retain a license fee, which is stated as a percentage of revenues, and certain other fees and charges in connection with its operation of the hotel. In addition, a specified percentage of revenue generated by the hotel is required to be deposited in a fund to be established for the replacement of, and addition to, furnishings and equipment. The agreement is terminable by either party upon 30 days’ written notice following the default of the other party and, if the license agreement is terminated, the management agreement will automatically be terminated. We are developing the Hilton Garden Inn Ngurah Rai pursuant to a BOT contract with Induk Koperasi TNI Angkatan Udara Pukadara (“INKOPAU”), pursuant to which Duta Anggada and INKOPAU will collaborate to develop hotel and/or apartments and amenities with a total area of 19.0 hectares in Ngurah Rai. This agreement will be valid for 25 years and will expire in
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December 2030. The agreement may be extended with a 6-month prior notice before the expiration date of the agreement. During the term of this agreement, INKOPAU is entitled to receive royalties and rental fee. The rental fee received by INKOPAU shall become state treasury. STIE Panjaitan STIE Panjaitan is a low-rise commercial building located at Jalan D.I Panjaitan No. 29, Sub District Cipinang Cempedak, District Jatinegara, East Jakarta. The building has a leasable area of 5,876 square metres and an additional 54 square metres of rent-free space occupied by the building management. In addition, STIE Panjaitan has a hall with 1,141 square metres that is open for public use. The leasable area is 91% occupied by Sekolah Tinggi Ilmu Ekonomi (“STIE”), a private university that has been the only tenant at STIE Panjaitan since we completed the building in 1994. STIE’s current lease will expire in 2015. We constructed the building pursuant to a BOT arrangement with PT Angkasa Puri, pursuant to which we have the right to operate the building through July 2021. The following table sets forth information on the occupancy rate, average monthly rental charge, average monthly service charge and average monthly total revenue per rented square metre for STIE Panjaitan during the periods indicated.
Period
Occupancy rate for office space (1) (%)
Average monthly rental charge per square metre of leasable area for office space (1)
Average monthly service charge per square metre of leasable area for office space (1)
Average monthly total revenue per square metre of leasable area for office space (1)
(Rp. in thousands) (Rp. in thousands) (Rp. in thousands)
Year ended 31 December 2013 ..................................
100
44.9
28.9
73.7
Year ended 31 December 2014 ..................................
91
61.7
48.5
110.2
Notes: (1)
Calculated on the basis of total leasable area as of the end of each specified period.
10. LAND BANK We own 6.4 hectares at Kampung Bandan, Jakarta. We also have location permits to acquire a total of 1,568 hectares at Banten in Java, which we plan to develop as industrial estates and pursuant to which we have acquired 107.9 hectares as of 31 December 2014. Our land bank in Jakarta is centrally located and our land bank in Java is strategically located near the Bojonegara Seaport under construction in Banten.
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The following table presents certain information with respect to our land bank:
Location
Area Covered by Location Permit(s) (1)
Land Acquired as of the date of this Information Memorandum
Land Acquired as of 31 December 2014
Land Bank Valuation as of 31 December 2014
(hectares)
(hectares)
(hectares)
(Rp. billion)
Kampung Bandan, Jakarta ....
n/a
6.4
6.4
443
Banten, Java..........................
1,568
107.9
107.9
54
Note: (1)
Total area covered by location permit reflects the total number of hectares covered by our current location permit at each location. We have not yet acquired title to all of the land at these sites. Total area covered by location permit includes our current land bank, land which we have previously sold and land that we have not yet acquired.
11. PROPERTIES TO BE DIVESTED PGJ, is a wholesale centre for mid-market traders located in Jatinegara, East Jakarta, with a leasable area of 29,130 square metres. It is located in a prime location on East Jakarta’s main traffic thoroughfare, with a bus way access directly in front of the building. We completed construction in 1995. We intend to divest this property, which has been vacant since 2012 as we have allowed tenants’ leases to expire without renewal. We have recorded this property as inventory since the fourth quarter of 2009. 12. JOINT DEVELOPMENT AGREEMENTS We may in the future enter into joint operating/development agreements with third party land owners, pursuant to which we would agree to develop, design, construct, operate, market and sell projects on land that we would not own and pursuant to which ourselves and the land owner would respectively be entitled to own a specified number of units of the projects upon completion. 13. CONSULTANTS AND CONTRACTORS We appoint various consultants in the preliminary works prior to construction, including architecture; structural engineering; mechanical, electrical, plumbing and air conditioning system works. Past and current architecture consultants with which we have worked include Gruen Associates, Smallwood, Reynolds, Stewart, Stewart, DiMarzio Kato and Sekawan Design Inc. Structural consultants with which we have worked include Wong Hobach & Lau, Biro Design Wardhana and PT Gistama Intisemesta. When the preliminary works are complete, quantity surveyors calculate the budget estimated for the project. The quantity surveyor also monitors the work-in-process once the project has been launched. Quantity surveyors that we have worked with include Langdon & Seah, Reynolds Partnership PT and Wolferstan Trouer Indonesia. We outsource all of our construction work to third-party contractors. We typically appoint a main contractor after a tender process involving selected contractors, the number of which depends upon the size of the project. We seek to select experienced contractors with a proven track record and who are reasonably and competitively priced. Main contractors that we have worked with include Murinda Iron Steel. Subcontractors, which may either be nominated by us or appointed by the main contractor. Piling works contracts have been awarded to Bauer
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Indonesia, Caisson Dimensi and Indopora. Other contractors include Super Bangunan, Alam Raya Lestari, VSL Indonesia, Citas Otis Elevator, Berca Schindler Lifts, Indalex, Wisma Sarana Teknik and Tatametrika. Construction is monitored by construction management companies such as ProsysEngineers International and Arkonin. 14. MARKETING We have two separate marketing teams. One is responsible for investment properties and the other is dedicated to development properties. These teams market both under construction and completed properties. They conduct pre-launch and grand-launching programmes for development properties and identify anchor tenants for investment properties before and during construction with a view to maximising the number of units sold or leased prior to the completion of a project. We also employ marketing agencies to assist in the launch of new properties. Our marketing efforts aim to strategically identify and focus on our target market. Our in-house marketing teams conduct their marketing efforts based on a controlled and all-encompassing strategy directed at our target market. They also cooperate with a selected panel of estate brokers. Our goal is to assemble a compelling case for buyers to invest in units to be sold and for tenants to lease our properties, based on the opportunity to enjoy capital gains and/or to have access to space that is strategically located within the boundaries of Jakarta’s central business district. The teams that we employ are seasoned professionals who co-ordinate all sales and marketing activities. Overseen by the marketing director, highly experienced managers each manage teams of two to three skilled marketing personnel. The teams promote the projects and maintain and control all sales and promotional activities. The key elements of our approach to marketing include: •
Agent Briefings and Functions. We seek to employ the best project marketing agencies and brokerage houses in Indonesia. We hold briefings and functions for these agencies and brokerage houses. We distribute marketing materials on an “as needed” basis, including certain materials that are neutral with respect to our properties in order to allow the agents to properly represent our product offering.
•
Special Events and Entertainment. When marketing large properties with a considerable range of facilities and amenities, it is important to properly target the prospective buyers, who have the capacity to meet the intended price point. One of the key marketing strategies is to arrange a variety of exclusive “invitation only” events. We invite friends and associates to attend special events. During these special events marketing messages relating to the project will be delivered in a subtle and unobtrusive manner. Such events may include art exhibitions, fashion shows, jewelry exhibitions, wine tasting, key loan speaker functions, interior design seminars, socio/political briefings, business networking gatherings and private dinners for selected target groups.
•
Selected Database Marketing. We have developed a database of information in relation to existing tenancies in the office, retail and residential sectors in Jakarta. We use this database to ascertain the expiry of a particular tenant’s lease in a building so that we may approach the tenant to market specific developments that may be of interest to the tenant. We have an extensive database of potential purchasers or lessees, which identifies the potential purchasers and lessees as high net worth individuals, business leaders, international investors, local investors, credit card holders, clients of private banking groups, expensive house owners and/or multinational companies.
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15. LEASE AND SALE TERMS Purchasers of our offices and apartments may pay in cash up front or in installments, or they may use mortgage financing. Purchasers who do not pay upfront in cash, pay a down payment at the time the sale and purchase agreement is signed. In cases where a purchaser pays in cash installments, we typically require 10% of the purchase price to be paid during each of the three months following the date the contractual purchase and sale agreement is signed, and the remaining 70% of the purchase price to be paid in equal monthly installments during the remaining period of construction. In cases where mortgage financing is used the down payment is legally required to be equal to at least 30% of the purchase price and we typically receive the balance of the purchase price from the mortgage bank according to the following schedule of payments: (i) 30% of the balance upon completion of the foundation of the property, (ii) 30% of the balance upon completion of the topping off process when the roof is completed; (iii) 30% of the balance when the building is handed over or construction is 100% complete; and (iv) the final 10% upon execution of the final purchase and sale agreement and submission of the executed purchase and sale agreement to the bank. For the years ended 31 December 2013 and 31 December 2014, 14.0% and 22.2%, respectively, of the units that we sold were purchased using mortgage financing. Purchasers who do not proceed with the purchase after executing the contractual purchase and sale agreement with us are typically required to forfeit 30% of the amount already paid to us, subject to a maximum of 30% of the total unit price. For properties that we lease out, the term of the lease is typically one, three or five years and we generally charge rental charges and service charges based on the area leased. Rental and service charges for office and retail units are typically denominated in Rupiah, while rental and service charges for residential properties are typically denominated in US dollars but payable in Rupiah based on market conversion rates at the time they become payable. Tenants generally provide a security deposit equal to three months of rental and service charges. For certain properties, 20% of the rental charges due under the five-year contract are paid in monthly installments during construction and the remaining 80% of rental charges is paid in monthly installments during the first three years following the completion of construction. We provide maintenance and repairs and our leased properties are insured, however our insurance does not provide coverage for tenants’ belongings in the event of fire. 16. WARRANTIES For property that we sell, we typically provide a 45-day warranty for strata title units, which covers construction defects and certain machinery and equipment, such as pumps, generators, escalators and lifts, among others. We extended the building warranty for Sinarmas MSIG to six months. We typically have the benefit of equivalent warranties from our construction contractors and the manufacturers or suppliers of such machinery and equipment. Our liability under the warranties that we provide may also be covered by our insurance policies. See “Risk Factors — Risks associated with our business — We may not have adequate insurance coverage for damages we may sustain or liability we may face, including with respect to potential construction warranty claims.” 17. MAJOR CUSTOMERS Sales at Sinarmas MSIG Tower to two subsidiaries of the Sinarmas group accounted for 44.0% and 54.4%, respectively, of our sales and operating revenue for the years ended 31 December 2013 and 2014. No other customer accounted for more than 5% of our sales and operating revenue for any of the years ended 31 December 2013 and 2014. Our largest customers are anchor tenants of our investment properties, such as Citibank, Bank Negara Indonesia, Bank Central Asia, Vale Indonesia, Genting, Bank Mandiri, Bentoel Group, Maybank Kim Eng and Indofood.
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18. BUILDING MAINTENANCE We have a service agreement with PT Graha Sarana Inti Management (“GSIM”), which is wholly-owned by the Angkosubroto family. GSIM provides maintenance and supervision of the commercial buildings. In exchange, we pay GSIM Rp. 5,600 per square metre of building space per month. The total annual maintenance fee is approximately US$0.4 million, and is expected to rise upon completion of our investment property projects. 19. COMPETITION The Indonesia property development industry is very fragmented, with a large number of small regional competitors. We also face competition from established property developers, including Mulia Group, the Metropolitan Development Group and the Arta Graha Group. We compete for buyers and tenants based on the location of our developments, facilities and supporting infrastructure, services provided and pricing. We also compete for land acquisition opportunities in strategic locations. We believe we have a competitive advantage that is derived from our substantial experience developing large-scale properties in prime locations, together with our reputation for quality construction and innovative architecture. 20. INTELLECTUAL PROPERTY The Group’s business or profitability is not materially dependent on any patent or license, or industrial, commercial or financial contract (including a contract with a customer) relating to intellectual property. 21. INSURANCE Each of our properties is covered by customary property and casualty insurance, including property all risks, public liability and business interruption insurances for existing properties and construction all risks for properties under construction. Such insurance is provided by reputable companies and with commercially reasonable terms. 22. ENVIRONMENTAL MATTERS Our property business is subject to extensive, evolving and increasingly stringent environmental laws and regulations which govern our processes and facilities. The environmental laws and regulations applicable to our property business include, among others, those regarding waste water discharge, and the generation, handling, storage, and transportation of waste. Our property business is also required to obtain an Environmental Impact Assessment (Analisis Mengenai Dampak Lingkungan (“AMDAL”)). Currently, we have not integrated our environmental permits into the Environmental License as required under Law No. 32 of 2009 on Protection and Management of the Environment (“Law 32/2009”) which replaces the previous law on the same matter, Law No. 23 of 1997 (“Law 23/1997”). In February 2012, the Government issued Government Regulation No. 27 of 2012 on Environmental License (“GR 27/2012”), as the implementing regulation of Law No. 32/2009, which stipulates that any environmental document which has been approved prior to the effective date, 23 February 2012 of GR 27/2012, shall be declared a valid document and deemed as equivalent to the Environmental License. Other requirements that need to be fulfilled in order to operate our business will be included in the Environmental Monitoring Efforts Report (Upaya Pemantauan Lingkungan (“UPL”)), Environmental Management Efforts Report (Upaya Pengelolaan Lingkungan (“UKL”)) and/or AMDAL. Law No. 32/2009 further stipulates that within two years after its enactment date, all businesses that have obtained business licenses but do not yet have an AMDAL document or UKL and UPL are obligated to either complete an environmental audit, if they need an AMDAL, or have an environment
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management document, if they need a UKL and UPL. In addition to the above, Law 32/2009 also stipulates that business and/or activities without environmental licenses as well as AMDAL or UKL and UPL may lead to criminal sanctions in the form of imprisonment for between 1 to 3 years and fine in the range of Rp. 1 billion to 3 billion. 23. EMPLOYEES As of 31 December 2013 and 2014, we had 571 and 557 employees, respectively, of which all are employed on a full time basis. 24. RESEARCH AND DEVELOPMENT The nature of our business does not require us to carry out research and development, and we have not carried out any significant research and development for the past three fiscal years. 25. LEGAL PROCEEDINGS The Group is not engaged in any material legal or arbitration proceedings (either as plaintiff or defendant), including those which are pending or known to be contemplated, that are not in the ordinary course of business which may have, or have had in the preceding 12 months, a material effect on our financial position or profitability. We have no knowledge of any proceedings pending or threatened against us or any facts likely to give rise to any litigation, claims or proceedings which might materially affect our financial position, profitability or business.
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MANAGEMENT The Issuer has a Board of Commissioners and a Board of Directors. The two boards are separate and no individual may serve as a member on both boards. The rights and obligations of each member of the Board of Commissioners and Board of Directors are regulated by the Issuer’s Articles of Association (the “Articles”), the decisions of the Issuer’s shareholders in general meetings, Law No. 40 of 2007 on Limited Liability Company, the Bapepam-LK Regulations and the IDX regulations. Under the Articles, the Board of Directors must consist of at least three members including a President Director and one or more Directors. Any two Directors acting together can legally bind the Issuer, except for certain transactions (such as lending or borrowing money on behalf of the Issuer and establishing new business or investing in any other company), which require the written approval from the Board of Commissioners. The Board of Commissioners must have at least three members: a President Commissioner and two or more Commissioners. Under the Articles, members of the Board of Directors and Board of Commissioners each serve for a term of 5 years. 1.
BOARD OF COMMISSIONERS
The Board of Commissioners of the Issuer comprises the following individuals: Hartadi Angkosubroto President Commissioner Hartadi Angkosubroto is the Chairman of the Board of Commissioners of the Company and an Indonesian citizen, born in 1954. In 1978, he graduated with a Bachelor’s degree from the University of Southern California, Los Angeles, USA in the field of Business Administration. He has served as President Commissioner of the Company since 1998. He has held and is currently holding various important positions in companies under Gunung Sewu Group and Duta Anggada Group. Hartadi monitors, guides and provides advice to the Board of Directors on the implementation of the Company’s strategies and policies and compliance to Good Corporate Governance principles. He also performs reviews on the Company’s activities and performance. Johanna Zakaria Commissioner Johanna Zakaria is a Commissioner of the Company and an Indonesian citizen, born in 1962. She graduated with Bachelor’s degree from Universitas Tarumanegara in the field of Accounting in 1985. She has served as a Commissioner of the Company since 2007. Johanna monitors, guides and provides advice to the Board of Directors on the implementation of the Company’s strategies and policies and compliance to Good Corporate Governance principles. She also performs reviews on the Company’s activities and performance. Fred Perry Martono Independent Commissioner Fred Perry Martono is a Commissioner of the Company and an Indonesian Citizen, born in 1961. He graduated with a Masters of Business Administration (MBA) from Chaminade
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University, USA in 1985 in the field of Management. He holds directorships in various companies, the latest being a commercial director of PT Perusahaan Pedagangan Indonesia (Persero) from 2003 to 2009. He has served as Independent Commissioner of the Company since 2010. Fred monitors, guides and provides advice to the Board of Directors on the implementation of the Company’s strategies and policies and compliance to Good Corporate Governance principles. He performs reviews on the Company’s activities and performance, and as Independent Commissioner, chairs the Audit, Risk Monitoring as well as Remuneration and Nomination Committees. 2.
BOARD OF DIRECTORS
As at the date of this Information Memorandum, the Board of Directors of the Issuer consisted of the following members: Ventje Chandraputra Suardana President Director Ventje Chandraputra Suardana is the President Director of the Company and an Indonesian citizen, born in 1960. He graduated with a Masters of Business Administration (MBA) from Washington State University, USA in 1985 in the fields of Accounting and Finance. He joined the Company in 1986 and has served as President Director of the Company since 2007. Ventje ensures that the Company is in the right direction and pace in its endeavor to reach its vision and mission. He is responsible for the establishment of the Company’s policy and strategy. He plans, directs and manages all of the Company’s resources and activities in order to achieve the targeted performance as well as standard and quality of its products and services. He ensures that all employees carry out their functions in accordance with the Company’s values as established by the principles of Good Corporate Governance. He is a member of the Board of Directors which is the Company’s top management. Hadi Siswanto Director Hadi Siswanto is a Director of the Company and an Indonesian citizen, born in 1951. He graduated with a Bachelor’s degree from GS Fame in the field of Management in 1995. He has served as a Director of the Company since 2001. Hadi plans, develops and manages human resources to support the Company’s business activities. He manages the Company’s resources to support the Company’s business activities. He also plans and manages the annual budget and long-term budget (5 years). He is a member of the Board of Directors which is the Company’s top management. Randy Angkosubroto Director Randy Angkosubroto is a Director of the Company and an Indonesian citizen, born in 1981. He graduated with a Bachelor’s degree from the University of Southern California, Los Angeles, USA in the field of Business Administration in 2003. He has served as a Director of the Company since 2007.
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Randy develops the Company’s business and financial strategies. He reviews periodical financial statements in accordance to the rules and regulations. He also sets pre-sales/pre-lease targets for projects to be constructed. He plans, implements and manages pre-sale and pre-marketing activities for the Company’s properties under construction to meet targets. Randy is also establishes the Company’s standard operating procedures, plans, implements and manages operational strategies, establishes the Company’s management information system. He is a member of the Board of Directors which is the Company’s top management. Timotius Hadiwibawa Independent Director Timotius Hadiwibawa is a Director of the Company and an Indonesian citizen, born in 1954. He graduated from the University of Technology in Sydney, Australia in the field of Architecture in 1990. He has served as a Director of the Company since 2003. Timotius plans, develops and manages identified projects to be developed. He is a member of the Board of Directors which is the Company’s top management. 3.
CORPORATE GOVERNANCE
In accordance with the applicable OJK rules and regulations, the Issuer has established an Audit Committee, a Corporate Secretary and an Internal Audit Department.
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PRINCIPAL SHAREHOLDERS The following table sets forth certain information with respect to the Issuer’s shareholders as of 31 December 2014: Percentage of Name
PT Duta Anggada 1 .......................................................... Bank of Singapore Limited ............................................... Crystal Development Pte. Ltd. .......................................... UOB Kay Hian Finance Limited ........................................ Others .............................................................................
Number of
Total Outstanding
Shares Held
Shares
1,411,887,848 573,205,964 551,720,000 280,000,000 324,577,150
44.94% 18.25% 17.56% 8.91% 10.34%
Total ................................................................................ 3,141,390,962
100.00%
1
PT Duta Anggada is a corporate vehicle controlled by Hartadi Angkosubroto.
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INDUSTRY OVERVIEW This section contains certain information and statistics concerning the Indonesian property industry, which has been prepared by Knight Frank/PT Willson Properti Advisindo. Neither the Issuer nor the Arranger and Dealers make any representation as to the accuracy or completeness of this information. This information has not been independently verified by the Issuer or the Arranger and Dealers or any of their respective advisors and should not be unduly relied on. Introduction Indonesia Macroeconomic Overview
Despite a decline in global commodity prices and an increase in energy imports, Indonesia continues to post a relatively strong economic growth in Southeast Asia Region, with a nominal Gross Domestic Product (“GDP”) exceeding US$850 billion in 2013. It is the fourth most populous country globally, with approximately 249 million people after China, India and the United States. During the global financial crisis, Indonesia outperformed its regional neighbors and joined China and India as the only G20 members posting growth in 2009. Since then, the government has shown further signs of commitment to improving transparency of Indonesian regulations to attract international investors. Table 1: Selected Regional Real GDP Growth, 2006-2014 Country
2006
2007
2008
2009
2010
2011
2012
2013
2014*
Indonesia .................... China .......................... India ........................... Malaysia ..................... Philippines .................. Singapore ................... Thailand......................
5.5 12.7 9.6 5.6 5.2 8.8 4.9
6.3 14.2 9.8 6.3 6.6 8.9 5.0
6.0 9.6 3.9 4.8 4.2 1.7 2.5
4.6 9.2 8.5 -1.5 1.1 -0.6 -2.3
6.2 10.4 10.3 7.4 7.6 15.2 7.8
6.5 9.3 6.6 5.1 3.6 6.1 0.1
6.3 7.7 4.7 5.6 6.8 2.5 7.7
5.8 7.7 5.0 4.7 7.2 3.9 1.8
5.4 7.5 5.4 5.2 6.5 3.6 2.5
Source:
World Bank Country Metadata, International Monetary Fund (IMF) *) Projected figures
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Table 2: Indonesia’s Real GDP, 2006-2014 (Trillion Rupiah) Country
2006
2007
2008
2009
2010
2011
2012
2013
2014*
Indonesia ......... 1,847.1 1,964.3 2,082.5 2,178.9 2,313.8 2,464.6 2,618.1 2,770.3 2,918.8
Source:
Central Bureau of Statistics (BPS), International Monetary Fund (IMF) *) Projected figures
Figure 1 Indonesia GDP (Current US$) and GDP Growth (%) 2006 — 2014E
Figure 2 Indonesia Foreign Direct Investment Realization 2006 — 2014E
(USD Billion)
(USD Billion)
1,400 1,200
1,000
6.3%
6.2%
6.0%
6.3% 5.8%
846
4.6%
800
877
5.4%
868
859
709
600 400
6.5%
5.5%
365
432
510
8.0%
$35
7.0%
$30
6.0%
$25
5.0%
$15.44
$20 $19.5
$15
3.0% 2.0%
$10
200
1.0%
$5
-
0.0%
$0
2006 2007 2008 2009 2010 2011 2012 2013 2014E
Source:
$28.6 $24.6
4.0%
540
GDP (Current US$)
Target Realization
$16.2
$14.9
$14.3 $10.8
$10.3 $6.0
2006
2007
2008
2009
2010
2011
2012
2013 2014E
GDP Growth (%)
Central Bureau of Statistics (BPS), The World Bank
Source:
Indonesia Investment Coordinating Board (BKPM)
Indonesia’s economy endured difficult challenges in 2013 due to capital outflows, high inflation (mainly caused by fuel and electricity price hikes as well as rising interest rates) and a slower GDP growth. GDP growth in the first semester of 2014 moderated to 5.2% which was due to the macro stabilizing monetary and exchange rate policy. The slower growth was primarily affected by sluggish commodities export such as coal, crude oil and mineral as a result of raw mineral export ban implementation in January 2014. On the other hand, robust private consumption related to election activities and lower inflation was in place to support positive macroeconomic and financial conditions. Foreign direct investment (“FDI”) reached US$14.3 billion during the first semester of 2014, driven mainly by the mining and electricity, gas and water supply sectors. The Indonesia Investment Coordinating Board (“BKPM”) targets for a 15 percent growth rate (Rp. 456 trillion) of total direct investments in 2014. Table 3: Percentage of GDP by Industrial Origins at Current Prices, 2007-2014E (%) Industrial Origin
Agriculture .............................. Mining and Quarrying ............. Manufacturing Industry ........... Electricity, Gas, and Water Supply ................................. Construction ........................... Trade, Hotel & Restaurants ..... Transport & Communication .... Finance, Business Services and Real Estate................... Services .................................
2007
2008
2009
2010
2011
2012*
2013** 2014E***
13.7% 14.5% 15.3% 15.3% 14.7% 14.4% 14.4% 14.8% 11.2% 10.9% 10.6% 11.2% 11.8% 11.8% 11.2% 10.7% 27.0% 27.8% 26.4% 24.8% 24.3% 23.9% 23.7% 23.7% 0.9% 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 0.8% 7.7% 8.5% 9.9% 10.3% 10.2% 10.4% 9.9% 9.9% 15.0% 14.0% 13.3% 13.7% 13.8% 13.9% 14.3% 14.6% 6.7% 6.3% 6.3% 6.6% 6.6% 6.7% 7.0% 7.3% 7.7% 10.1%
7.4% 7.2% 7.2% 7.2% 7.3% 7.5% 7.6% 9.7% 10.2% 10.2% 10.6% 10.8% 11.2% 10.4%
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Source:
Central Bureau of Statistics (BPS) *) Preliminary figures **) Very preliminary figures ***) as per 1H 2014
Indonesia’s GDP is driven primarily by manufacturing industries, contributing approximately 23.7% of the total GDP in 2013. It recorded a nominal GDP exceeding US$850 billion, showing 5.8% growth from the previous year. In addition, Indonesia has been keen to draw investments in transportation to improve strained infrastructure from airports to railways and chemical manufacturing to turn its oil and natural gas output into higher value products. Table 4: Expenditure of GDP, 2010-2014E (% of GDP)
Private consumption....................... Government consumption ............... Gross fixed capital formation .......... Exports of good & services ............ Imports of goods & services ...........
Source:
2010
2011
2012
2013*
2014E**
56.51% 9.11% 32.03% 24.58% 22.9%
54.63% 9.02% 31.95% 26.36% 24.95%
54.64% 8.91% 32.67% 24.29% 25.86%
55.82% 9.11% 31.66% 23.74% 25.74%
56.39% 6.67% 30.80% 23.67% 25.03%
Central Bureau of Statistics (BPS) *) Very preliminary figures **) as per 1Q 2014
Comprising 55.82% of the economy in 2013, private consumption or domestic demand has been the leading growth factor and a major indicator of the Indonesian economy‘s overall health. Private consumption insulates Indonesia‘s economy from the risk of weak export performance and provides its Indonesian businesses with a large, widely untapped market from which to source steady growth through the medium-to-long term. Figure 3 Indonesia Inflation Rate and Real GDP Growth (%) 2003 — 1H 2014
Figure 4 Rupiah Exchange Rate Against US$ (Rp. / US$1)
20%
14,000 12,189 12,212
17.1%
12,000
10,985
15% 9,290
10,000
10% 6.6%
5.1%
5% 4.80% 5.00%
5.70% 5.50%
6.30% 6.00%
9,020
6.50% 6.30% 3.7%
4.60% 6.20% 3.8%
5.80% 4.3%
9,372
9,353
9,685 8,946 9,023
8,000
8.4% 7.0%
6.6%
6.4%
9,830
8,465
11.1%
6,000 4,000
5.20%
2.8%
0%
2,000 0
Inflation
Source:
2003
Real GDP
Central Bureau of Statistics (BPS)
Source:
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013 Sep-14
Central Bank of Indonesia (*Exchange Rate as of Sep. 30, 2014)
Indonesia’s economy was in a slowing trend throughout 2013 while the first semester of 2014 showed a manageable macro-economic stability as a result of policy consistency set by Central Bank of Indonesia and government since mid of 2013. However, with the expansion of domestic consumption and exports were less robust than previously estimated, the Central Bank lowered its forecast for growth of Southeast Asia’s largest economy in 2014 from the range of 5.5 — 5.9 percent to 5.1 — 5.5 percent in 2014. The first semester of 2014 still demonstrated a downward trend and resulted in a GDP growth of 5.2% as compared to the
147
same period last year. Sources of pressure on the economy included deceleration of the mining and agricultural sector from commodities production base area and trading sub-sector regarding a slow export-import performance. Meanwhile, household consumption, which was mainly driven by a growing middle class population and rising trend of income, remained fairly high. Central Bank of Indonesia introduced a policy mix in order to bring inflation rate back to its target range of 4.5Ⳳ1% in 2014. BI Rate has been increased by 175 bps during 2013 and it will be maintained at 7.5% in 2014 in order to improve external and domestic demand and to bring down current account deficit to a more sustainable level. As a result, inflation rate was moderate, recording at 6.7% in the first semester of 2014 as compared to 8.4% as of the end of 2013. Inflationary pressure was mainly driven by the raise of subsidized fuel price, which led into commodities price hikes. Alongside this interest rate policy, Bank Indonesia also amended the regulation of loan-to-value (“LTV”) ratio for certain type property mortgage to safeguard financial system stability and strengthening banking system. The rupiah exchange rate weakened in 2013 triggered by external factors such as the impact of global economic slowdown and U.S. tapering off policy. By the end of 2013, Rupiah fell to Rp. 12,170 per U.S. dollar, depreciating significantly by 20.8% year-on-year (“yoy”). Bank Indonesia strengthened its policy mix including exchange rate policies and management of capital flow, aiming at reducing the current account deficit. In line with the policy response taken by Bank Indonesia and the government for improvement of economic fundamentals, Rupiah depreciation was registered lower in the final quarter of 2013. However, in the first nine months of 2014, Rupiah continued to be under pressure depreciated to Rp. 12,212 amid growing concern that President-elect Joko Widodo will struggle to implement reforms and an increase in subsidized fuel prices. Figure 5 Values of Indonesia’s Exports & Imports of Goods & Services 1H 2014
Figure 6 Investment Realization Progress in 1H 2014
Source:
Source:
Central Bureau of Statistics (BPS), The World Bank
Indonesia Investment Coordinating Board (BKPM),
Slowdown in international trade activity due to uncertainty in the global economy has made Indonesian export performance slow down throughout 2012 and continued until the first semester of 2014. During the first half of 2014, total exports from Indonesia declined by 2.5% as compared to the same period last year, with exports amounting to US$88.8 billion. Meanwhile, the value of imports into Indonesia in the first half of 2014 (“1H2014”) also experienced a reduction by 4.1% (yoy), amounting to US$89.9 billion. The decline in exports was attributable to a weaker demand accompanied by lower prices of several global commodities such as palm oil, coal and crude oil. The slowdown in export activities has already begun to undermine Indonesian exports; however, imports to Indonesia continued to grow in line with persistently strong domestic demand. Growth in the Foreign Direct Investment (“FDI”) remained strong in the first semester of 2014, reflecting a positive sentiment from foreign investors. The Indonesia Investment Coordinating
148
Board (“BKPM”) reported a total of Rp. 222.8 trillion (US$21.2 billion) investment realization during the first semester of 2014, increasing by 15.6% compared to the same period in 2013. In addition, FDI grew by 13.5% yoy while domestic direct investment grew by 20.2% yoy. The board targets total investment realisation in 2014 of approximately Rp. 456.6 trillion (US$43.5 billion), an increase of 16.9% compared to the investment realisation in 2013. The total investment realisation in the first semester of 2014 already approached approximately 48.8% of the total investment realisation target and it is expected to remain strong. Figure 7 Domestic Direct Investment Realisation Based on Sectors 1H 2014
Figure 8 Foreign Direct Investment Realisation Based on Sectors 1H 2014
Food Crops & Plantation
7.9% 19.8%
Food Crops & Plantation
8.0%
Food Industry
Mining
13.4% Electricity, Gas & Water Supply
6.3%
19.2%
36.8%
Construction
6.8%
Motor Vehicles & Other Transport Equip. Industry
Transport, Storage & Communication
6.7% 39.1%
Food Industry
14.5%
Real Estate, Ind. Estate & Business Activities
2.8%
11.5%
Others
Transport, Storage & Communication Real Estate, Ind. Estate & Business Activities
7.2%
Others
Source:
Indonesia Investment Coordinating Board (BKPM)
Source:
Indonesia Investment Coordinating Board (BKPM)
Amidst the restrain in the mining sector related implementation of the mineral export ban law, the mining sector remained as the key driver to the investment realisation during the first semester of 2014, covering 19.2% of total FDI with a total investment of US$2.7 billion. Food industry was to follow at 14.5% of the total FDI with a total investment of US$2.1 billion. Domestic direct investment (“DDI”) amounted to 32.7% of the total investment, contributing US$6.9 billion to the total direct investment. The main sector on domestic direct investment includes electricity, gas and water supply, covering 39.1% of the total DDI with a total investment of Rp. 28.4 trillion. As stated by BKPM, Indonesia has been keen to draw investments in infrastructure to support the robust economic growth as well as chemical manufacturing to improve the product value of the country’s oil and natural gas. Investment is expected to further expand ahead as investors continue to be attracted by Indonesia’s emerging domestic market. Table 5 Indonesia Demographic Profiles Period Averages (%)
Population growth (% CAGR) ............................................... Working-age population growth (% CAGR) ........................... Labor force growth (% CAGR) ..............................................
Source:
2003-2007
2008-2013
1.44 0.00 1.64
1.30 0.28 1.63
The World Bank Metadata, National Statistics
Table 6 Indonesia’s Population by Gender and Age, 2013 Population (million)
Total ............................................................ Male ............................................................ Female ........................................................
2011
2012
2013
243,801,639 122,632,224 121,169,415
246,864,191 124,172,688 122,691,503
249,865,631 125,682,412 124,183,219
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Age Profile (% of total population)
0-14 ............................................................. 15-64 ........................................................... 65+ ..............................................................
Source:
2011
2012
2013
29.6% 65.3% 5.1%
29.3% 65.6% 5.1%
28.9% 65.9% 5.2%
Central Bureau of Statistics (BPS), 2010 Census *) BPS, Indonesia Population Projection 2010-2035
As the most populated country in Southeast Asia, Indonesia has a good potential for further economic growth. According to the United Nations population database in 2013, 52.2% of Indonesia’s population lives in the urban region with a growth of 2.7% annually. Economic growth attracts Indonesian youth to migrate to major cities in search of opportunities which would improve their standard of living. In 2013, 65.9% of Indonesia’s population comprised of productive workforce (aged 15-64) with a median age of 28. By demographic data alone, Indonesia offers a competitive advantage as a young population is more willing to spend and creates sustainable demand over time as more people enter the workforce. In contrast to China’s aging population and labor shortages, Indonesia’s young population, labor availability and rising incomes, will continue to create incentives and a strong investment climate for producers to locate their manufacturing bases. After being declared the winner of the recently held presidential elections in July 2014 with a peaceful process, the newly-elected President Jokowi has promised to get the economy back on track to a target growth of 7 percent by implementing new market-friendly policies. Notably, prior to the election day, Setyo Maharso, a member of Jokowi’s campaign team, was giving comments that Presidential candidate Jokowi plans to allow foreign property buyers to purchase luxury apartment units to boost tax revenues and foreign capital inflows with property prices at least Rp. 2.5 billion and 200 square metres (“sqm”) of unit size in larger cities such as Jakarta, Surabaya and Makassar and on the island of Bali and Batam where many foreigners reside. However, the implementation of the plan will remain to be seen. Greater Jakarta Office Market Overview Overview The Jakarta office market is primarily located in the Central Business District (“CBD”). As the center of government and business activities, the CBD has been the preferred office location for local and foreign corporations. From the mid-1990’s, office development began extending to other parts of Jakarta as accessibility improved in line with the development of transportation infrastructure. Among other areas, TB Simatupang (which is situated about 7 kilometers south of the CBD), emerged as the next most preferred office location due to its close proximity to prime residential areas favored by expatriates; accessibility to other parts of Jakarta; and less congestion and lower occupancy costs relative to the CBD. Large multinational corporations such as British Petroleum, Nestle, Shell and ConocoPhillips have located their offices in TB Simatupang. In the last few years, there has been rising interest from both local and multinational companies to relocate or establish new offices in West Jakarta, particularly in the Tangerang-Serpong area. The Tangerang-Serpong office market is considered to be an extension of the TB Simatupang office market and its growth has been stimulated by the development of several large-scale integrated townships located primarily in the Serpong and Karawaci areas which are primarily targeted at the middle to upper income residents and local and multinational corporations respectively.
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Figure 1 Jakarta CBD Map
Jakarta CBD — Office Market Supply The office market in Jakarta CBD can be categorized into Premium Grade A*, Grade A, Grade B and Grade C submarkets, each as defined in the footnotes to Table 1 below. The cumulative total office stock decreased by 1.4% (yoy) to 4,758,939 sqm as of June 2014. In addition, the rental office stock was recorded at 3,658,182 sqm of which 23% was Premium Grade A, 59% was Grade A, 16% was Grade B and 2% was Grade C. Table 1 Jakarta CBD Office Market Highlights (As of 30 June 2014) Total Existing Stock 1
Occupancy Rate 2
Vacant Space 1
Rental Office ................................. Strata-Title Office .......................... Owner Occupied Office ..................
3,658,182 sqm 945,736 sqm 155,021 sqm
97.27% 96.77% 92.64%
99,877 sqm 30,542 sqm 11,402 sqm
Total .............................................
4,758,939 sqm
97.02%
141,821 sqm
Office Type
•
1) Cumulative total existing stock and vacant space as of 30 June 2014;
•
2) Occupancy rate is calculated as an average as of 30 June 2014
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•
*
Premium Grade A is classified as office buildings of less than 10 years old of age, excellent maintenance and management, high profile tenancies and very prestigious locations; Grade A is classified as office buildings of between 10 to 15 years of age, very good maintenance and management, high profile tenancies and prestigious locations; Grade B is classified as office buildings of between 15 to 25 years of age, fair maintenance and management and less prestigious locations; Grade C is classified as office buildings with a range of over 25 years of age, limited maintenance and management as well as less prestigious locations.
Source:
Knight Frank / PT Willson Properti Advisindo
Following the Asian financial crisis in 1998, there was little new office supply in the CBD office market due to significant economic uncertainties and financial instability in Indonesia. A return of business and investor confidence in 2004 as a result of political and economic reforms led to an increase in demand for office space in the CBD and the introduction of new supply. Between 2004 and 2013, overall office stock in the CBD grew by a compound annual growth rate (“CAGR”) of 3.8% per annum, representing 1.9 million sqm of additional supply. In the first half of 2014, there were no new completed office projects. Total cumulative supply decreased slightly by 1.8% (yoy) to 3,658,182 sqm due to the demolition and redevelopment of the 22,788 sqm Graha Surya Internusa located in the Rasuna Said area. Approximately 1,394,144 sqm of new office supply are expected to be added in the CBD market between the second half of 2014 (“2H2014”) and 2016. Figure 2 Jakarta CBD Office Market Supply and Demand (2000-1H 2014) 100%
5,000,000
Semigross Area in Sqm
4,500,000 95%
4,000,000
3,500,000
90%
3,000,000 2,500,000
85%
2,000,000 80%
1,500,000 1,000,000
75%
-
1H00 2H00 1H01 2H01 1H02 2H02 1H03 2H03 1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 1H14
500,000
Cumulative Supply
Cumulative Demand
70%
Occupancy Rate (%)
Demand Despite the global economic slowdown during 2008-2009, the demand for CBD office had shown no signs of slowing down. In 2011, the CBD office market had experienced a strong rebound with cumulative net take-up reaching 340,362 sqm for the entire 2011. The 2011 total net take-up was slightly above the 2008 record high level of 332,007 sqm. Despite a lower total net take-up in 2013 primarily due to limited supply, the CBD office market continued to exhibit a strong growth recording approximately 331,745 sqm take-up for the entire 2013. However, the slowing economic growth, market uncertainty and investors-occupiers waiting on the sidelines for the final outcome of the Presidential Election had adversely affected CBD office demand during the first half of 2014. As result, for the first time in the last ten years, the Jakarta CBD office market recorded a small positive absorption of 1,008 sqm. Negative net take-ups occurred in selected buildings that have been closed down for total refurbishment and redevelopment. Some tenants of these buildings moved to other office buildings within the same submarket, others relocated to offices outside CBD, whilst others temporarily relocated and might return to the same buildings upon completion of the refurbishment.
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Demand for high quality office buildings remained positive as indicated by continued strong performance of Premium Grade-A and Grade-A sub-markets, compared to Grade-B and Grade-C submarkets. With continued strong demand, overall occupancy continued to move up to 97.02%. Banking/finance, Insurance and IT sectors remained the most active sectors, seeking office premises. In terms of country of origins, it was approximately a ratio of 70:30 between foreign and domestic companies, seeking office premises. Due to limited supply and strong demand, Premium Grade-A submarket recorded 98.53% occupancy. Grade-A occupancy increased to 96.87% and Grade-B occupancy declined slightly to 97.03% due to tenants vacating spaces, respectively. Grade-C occupancy booked occupancy rate of 86.16%. Prices and Rental Rates During the period 2000-2013, the average asking price growth in Rupiah value for strata-title office in the Jakarta CBD increased in an upward trend with CAGR of 7.7%. The average asking price of overall CBD strata-title office buildings in the first half of 2014 increased by 27.0% (yoy) in Rupiah terms to Rp. 37.0 million per sqm. The average asking price for Grade A CBD strata-title office buildings reached Rp. 37.6 million per sqm, an increasing of 27.2% (yoy). The majority of potential investors in the strata-title office sector continue to be cash-rich local companies that choose to invest in the office sector in order to optimize their real estate strategy and enjoy capital gains from pre-commitment sales. Figure 3 Jakarta CBD Office Average Gross Rental in Rupiah (2000-1H 2014) Gross Rental (Rp/sq -m/mth)
Figure 4 Jakarta CBD Office Average Strate-Title Price (2000-1H 2014) Rp/sq -m 40,000,000
700,000
35,000,000
600,000
30,000,000
500,000
25,000,000
400,000
20,000,000
200,000
15,000,000
100,000
10,000,000
-
5,000,000 1H00 2H00 1H01 2H01 1H02 2H02 1H03 2H03 1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 1H14
300,000
Source:
Grade-A
Grade-B
0 1H00 2H00 1H01 2H01 1H02 2H02 1H03 2H03 1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 1H14
Premium Grade-A
Grade-C
Knight Frank / PT Willson Properti Advisindo
Source:
Knight Frank / PT Willson Properti Advisindo
Table 2 Jakarta CBD Office Asking Gross Rentals (As of 30 June 2014) Gross Rentals By Grade
Overall CBD ........................................................................ Premium Grade A ................................................................ Grade A ............................................................................... Grade B............................................................................... Grade C ..............................................................................
Exchange Rate: US$1 = Rp. 11,969 Source: Knight Frank / PT Willson Properti Advisindo
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Rupiah/Sqm
US$/Sqm
403,456 611,383 383,825 249,402 177,272
33.71 51.08 32.07 20.84 14.81
Table 3 Jakarta CBD Office Asking Strata-Title Prices (As of 30 June 2014) Strata-Title Prices By Grade
Rupiah/Sqm
US$/Sqm
Overall CBD ........................................................................ Grade A ............................................................................... Grade B...............................................................................
37,028,106 37,552,770 10,000,000
3,094 3,138 835
Exchange Rate: US$1 = Rp. 11,969 Source: Knight Frank / PT Willson Properti Advisindo
The total average asking gross rental in Rupiah terms grew by a CAGR of 9.9% between 2000 and 2013, reaching Rp. 386,445 per sqm per month as of 31 December 2013. As of the first half of 2014, the total average asking gross rental in Rupiah terms grew by 27.6% (yoy) to Rp. 403,456 per sqm per month. Also, the total average asking gross rental in Rupiah terms for Premium Grade A showed an increase of 27.7%, from Rp. 478,910 per sqm per month as of 30 June 2013 to Rp. 611,383 per sqm per month as of 30 June 2014. Outlook The slowing economic growth may put a brake on the market subject to economic conditions. After consecutive periods of high growth during the last three years, capital value and base rental are expected to be more stable. Moving forward, a substantial new supply of 1.4 million sqm in the Jakarta CBD in the next two years is expected to further affect transacted base rentals and occupancy rates amidst an increasingly strong competition despite the continued growth of published asking gross rents. However, well-performing office buildings located in a strategic location with premium quality tenants are likely to have more bargaining power to withstand the strong competition. As a result of the increase of electricity tariffs, service charges will likely increase by approximately 10% throughout all submarkets. Banking/finance, Insurance and IT sectors are expected to continue driving the market demand. After the presidential election, the market activity and business sentiment are expected to improve and pick up momentum again. Jakarta Residential Market Overview Overview Rapid population growth and increasing land prices have helped to popularize vertical dwelling of low and high-rise apartments and condominiums. In addition, the growing number of young and single career professionals, increasing traffic congestion, life style changes and security considerations have continued to generate demand for living in high-rise condominiums near to the workplace, which brings better convenience, security and facilities. Supply The residential market in Jakarta can be classified into condominium for sale, serviced rental apartment and purpose-built rental apartment submarkets. Jakarta strata condominium supply has grown significantly since 2004. The cumulative total supply increased from approximately 28,628 units in 2004 to 113,732 units in 2013, representing a CAGR of 16.6 or 85,104 additional units. The net supply showed an average of 8,911 units added annually between 2004 and 2013. Total stock of serviced rental in the first half of 2014 was 5,450 units, increasing slightly by 2.4% (yoy) and total stock of purpose-built rental apartments remained unchanged at 3,144 units.
154
Despite the economic slowdown and political uncertainty prior to the upcoming Indonesian presidential election in July 2014, the Jakarta condominium market continued to experience solid growth. After Jokowi was confirmed as the next president in late August 2014, it is expected the market to see more developers launching new products and rising buyer confidence. The aggregate strata-title condominium supply grew by 5.2% (yoy), an additional supply of 5,754 units bringing the total existing supply in the end of 30 June 2014 to 117,406 units. The sales rate of existing supply was recorded at 99.2% as of 30 June 2014. Of the existing condominium market segmentation as of 30 June 2014, properties targeted at the middle income segment still accounted for the largest share of the total existing Jakarta condominium market, representing approximately 48.4% in the first half of 2014. This still reflects a significant demand from middle income homebuyers for condominiums located close to their daily activities (such as their workplace, school or university). The bulk of existing condominium stock is located in South Jakarta (33.2%) and a limited number in East Jakarta (4.8%). Total new strata-title condominium supply in the pipeline (with an expected completion date between 2H 2014 and 2017) as of 30 June 2014 was estimated at approximately 86,612 units. West and South Jakarta are expected to account for the most of the new supply in the period 2H 2014-2015 with 23% and 22%, respectively. Meanwhile, approximately 62% of the total projects scheduled for completion between 2H 2014 and 2015 will target the middle and low middle income groups. The new supply of rental apartments in Jakarta after the global financial crisis in 2009 has been limited. With the opening of a 128-unit Fraser Residence Menteng and no change in supply of purpose-built rental apartments, the total cumulative supply for both serviced and purpose-built rental apartments in the end of June 2014 increased slightly by 1.5% (yoy) to 8,594 units. For the serviced rental apartment, the majority of supply remained in the CBD area (65.0%) with a combined 90.9% of such units located in Central and South Jakarta. Table 1 Jakarta Future Condominium Supply (2H 2014-2017)
Year
Projected Supply
Average Pre-Sales Rate
Completion
As of June 2014
2H 2014....................................................... 2015 ............................................................ 2016 ............................................................ 2017 ............................................................
24,801 31,533 20,035 10,243
Units Units Units Units
89.2% 76.6% 66.4% 41.6%
Total 2H 2014-2017 .....................................
86,612 Units
73.7%
Table 1 Jakarta Future Rental Apartment Supply (2H 2014-2016) Year
Projected Supply Completion
2H 2014 .............................................................................. 2015 .................................................................................... 2016 ....................................................................................
170 Units 605 Units 420 Units
Total 2H 2014-2016 .............................................................
1,195 Units
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Demand The overall sales rate in the Jakarta area has consistently exceeded 80% of available supply since 2004. In addition since 2004, condominium demand has consistently experienced an upward trend, posting a CAGR of approximately 18.7%. The sales rate as of 30 June 2014 increased negligibly by 0.32% to 99.2% compared to the same period last year. The political uncertainty has caused potential buyers to wait in the sidelines. As a result, the annual demand was slowing down significantly to 6,068 units as compared to 20,323 units in the same period previous year. However, after Jokowi was confirmed as the next president, it is expected the sales volume to increase as buyers are expected to be more confident with the peaceful political situation. Besides offering strategic locations in the CBD, attractive financing schemes, product differentiations and developers’ good track records, most of the units sold also offered a “total lump sum unit price” approach, whereby the total price per unit is set at buyers’ affordability level which is below Rp. 1 billion per unit, while its unit sizes and quality/specifications are adjusted accordingly. The stable increase in sales rate and relatively high pre-sales rate as of the end of June 2014 demonstrated the Jakarta condominium market’s continued strength and resilience from the temporary slowdown in demand. In the rental apartment market, the overall occupancy rate decreased slightly by 2.8% to 83.24% across the serviced and purpose-built rental apartments submarkets in CBD and prime non-CBD areas in the first half of 2014. Net take-up recorded a slight decrease of 128 units in the first half of 2014 as compared to the same period for the previous year. Short-term leases remained favorable due to various ongoing events and exhibitions such as Jakarta Fair, Jakarta Great Sale, school holidays and government activities, to sustain the positive performance. With more foreign or multinational firms in the oil and gas, mining, manufacturing, banking and finance sectors expanding or relocating offices in Jakarta, leasing activity for serviced and purpose-built rental apartments continued to be driven by tenants from China, Japan, South Korea and western countries. Figure 1 Jakarta Condominium Market Supply and Demand (2004-1H 2014) In units
In percentage 100%
140,000 120,000
95% 100,000 90%
80,000
60,000
85%
40,000 80% 20,000 75%
Existing Supply
Source:
Cumulative Demand
Knight Frank / PT Willson Properti Advisindo
156
Sales Rate
1H14
2H13
1H13
2H12
1H12
2H11
1H11
2H10
1H10
2H09
1H09
2H08
1H08
2H07
1H07
2H06
1H06
2H 05
1H 05
2H 04
1H 04
0
Figure 2 Jakarta Rental Apartment Market Supply and Demand (2005-1H 2014) In units
Occupancy Rate
6,000
100% 90%
5,000
80% 70%
4,000
60% 3,000
50% 40%
2,000
30% 20%
1,000
10% 0
Source:
1H14
2H13
1H13
2H12
1H12
2H11
1H11
2H10
1H10
2H09
1H09
2H08
1H08
2H07
1H07
2H06
1H06
2H05
1H05
0%
Cumulative Supply - Serviced Apartment
Cumulative Supply - Purpose-built Apartment
Occupancy Rate- Serviced Apartment
Occupancy Rate - Purpose-built Apartment
Knight Frank / PT Willson Properti Advisindo
Asking Sales Price and Rental Rates The average asking sales price of condominium units in the Jakarta CBD as of 31 December 2013 was recorded at Rp. 24.6 million per sqm, representing a CAGR of 11.5% in value since 2004. Moreover, the total average asking prices in Prime non-CBD (which comprise selected prominent and wealthy areas located outside of Jakarta CBD) as of 31 December 2013 was at Rp. 25.0 million per sqm and in Secondary non-CBD (which comprise areas outside of Jakarta CBD that do not include Prime non-CBD) as of 31 December 2013 was at Rp. 14.3 million per sqm, representing a 11.4% and 10.0% annual growth rates (CAGR) in values since year 2004, respectively. The average sales prices of condominium units in Rupiah terms demonstrated an upward trend in the first half of 2014, with a significant increase of 32.7% (yoy) for condominium units located in the CBD. In addition, the total average sales prices in Rupiah terms in Prime non-CBD and Secondary non-CBD also demonstrated an increasing growth trend of 21.8% (yoy) and 17.4% (yoy), respectively. However, the softening demand since the beginning of 2014 had also impacted the asking price growth as the overall average sales prices in Rupiah terms in the first half of 2014 only grew by 10.6% compared to the second half of 2013. All the submarkets experienced a rising asking rent during the first half of 2014, both in Rupiah and U.S. Dollar terms despite the depreciating of Rupiah. The average gross rental in both Rupiah and U.S. Dollar terms for serviced apartments in the first half of 2014 showed an increase of 26.4% (yoy) to Rp. 277,003 per sqm per month and 4.8% (yoy) to $23.14 per sqm per month, respectively. In addition, asking gross rents in both Rupiah and U.S. Dollar terms for non-serviced/purpose-built rental apartments in the first half of 2014 located in CBD and prime non-CBD areas, increased by 20.6% (yoy) and 0.1% (yoy), respectively.
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Figure 3 Jakarta Condominium Average Asking Sales Price in Rupiah Term (2004-1H 2014) Rupiah / sqm Rp40,000,000 Rp35,000,000
Rp30,000,000 Rp25,000,000 Rp20,000,000
Rp15,000,000 Rp10,000,000
Source:
Prime Non CBD
1H14
2H13
1H13
2H12
1H12
2H11
1H11
2H10
1H10
2H09
1H09
2H08
1H08
2H07
1H07
2H06
1H06
1H05 CBD
2H 05
2H04
1H04
Rp5,000,000
Secondary Non CBD
Knight Frank / PT Willson Properti Advisindo
Figure 4 Jakarta Rental Apartment Average Asking Rental Price in Rupiah Term (2004-1H 2014) Rp/sqm/month
Source:
Knight Frank / PT Willson Properti Advisindo
Outlook The prospects of the condominium market to remain positive subject to economic conditions and buying sentiments. In addition, given expensive land prices in the city, heavy traffic congestion and the popular concept of “back to the city” living, condominium development in the CBD continue to be appealing. Potential demand growth will continue to come from end-users for middle-class and lower cost condominium within integrated mixed-use projects offering a one-stop living concept with a good connectivity. Prices and service charges are expected to continue to increase due to potential increases in electricity tariffs and subsidized fuel prices leading to higher building material costs. With supply estimated to grow significantly and a tighter competition, the Jakarta condominium market is expected to see developers continuing to offer flexible financing schemes and longer installment payments to meet sales targets. Consumers are expected to be more selective taking into consideration a development’s unique concept, location, financial burden and developers’ reputation.
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Despite the slow supply growth, the positive trend is expected to continue supported by strong underlying fundamentals and business confidence. Short-term lease accommodation demand is expected to help contribute to the improved performance of serviced apartments within the CBD area. Long-term leases based on assignments or relocations will likely be more stable while short-term leases based on travel inquiries are subject to seasonal fluctuations. Competition from star-rated hotels and strata-titled condominium offerings is expected to remain strong. Greater Jakarta Retail Market Overview Overview Rising domestic consumption power (according to Indonesian Central Bureau of Statistics, per capita income in 2013 was up 9.0% from 2012 to Rp. 36.5 million or approximately $3,499), higher levels of consumption and increasing availability of foreign retail brands have supported the growth of the Indonesian retail sector in general. In recent years, in line with expanding residential housing in the outskirts of Jakarta and a moratorium on new retail center developments in Jakarta, retail property development has also spread out significantly to Greater Jakarta regions including Bogor, Depok, Tangerang and Bekasi (Bodetabek). Jakarta’s retail property market has developed rapidly over the past 20 years, evolving from traditional markets to modern department stores and shopping centers. These shopping centers in Jakarta are generally positioned as family, recreational and lifestyle destinations, using various lifestyle concepts and modern tenant mix anchored by food and beverage (“F&B”) businesses to attract customers. Since the Indonesian government lifted the ban on foreign direct investment in the domestic retail industry in 1998, many foreign retailers with popular brands have been aggressively expanding their presence in Indonesia to capitalize on the potential of its large domestic market. Jakarta Retail Market Overview Supply The retail property market in Jakarta can be classified into the “Leased Mall” and “Strata-title Mall” submarkets. Strata-title Malls, which are widely known as trade centers, refer to retail kiosks or counters that can be purchased, typically ranging between 4 and 20 sqm in size and generally of more inferior building quality compared to Leased Malls. Jakarta’s retail supply has grown rapidly in area over the past decade, from 1.1 million sqm in 2003 to 4.2 million sqm in 2013, representing a CAGR of 14.5%. Retail property demand has also consistently shown an upward trend, recording a CAGR of 14.2% between 2003 and 2013. Due to the moratorium of new mall developments in Jakarta, the cumulative total stock of Leased Mall space increased slightly by 1.9% (yoy) as of 30 June 2014 to 2,634,887 sqm; the cumulative total stock of Strata-title Mall space remained unchanged at 1,632,199 sqm. As of 30 June 2014, the largest share of Leased Mall stock is in South Jakarta with 45.0% of Jakarta’s total Leased Mall stock.
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Jakarta Retail Market Highlights (As of 30 June 2014) Retail Type
Total Existing Stock
Occupancy Rate
Vacant Space
Leased Mall Space ....................... Strata-Title Mall Space .................
2,634,887 sqm 1,632,199 sqm
93.59% 86.72%
168,943 sqm 216,696 sqm
Total .............................................
4,267,086 sqm
90.96%
385,639 sqm
Source:
Knight Frank / PT Willson Properti Advisindo
The projected pipeline of new retail supply in Jakarta with completion between 2H 2014 and 2017 is expected to be 646,577 sqm. Approximately 91% of projected new Leased Malls are located within mixed-use developments. All of the new retail supply will be located in the non-central business district (“Non-CBD”). Demand As of 30 June 2014, the occupancy rate of Leased Mall retail space was at 93.6%, representing an increase of 2.3% (yoy), while the occupancy rate of Strata-title Mall retail space was 86.7%, representing a decrease of 2.9% (yoy). Due to the legislative and presidential elections resulting in a wait-and-see attitude among tenants, the total net absorption only reached 71,598 sqm, far below last year’s absorption during the same period at 130,402 sqm. The lower occupancy rate of Strata-title Malls as compared to Leased Malls is due to difficulties in controlling the trade mix as well as operating and positioning the mall as a single operating unit. The relatively high occupancy rate of Leased Malls has continued to be driven by the active expansion of foreign operators of hypermarkets and department stores in Jakarta, seeking to take advantage of strong consumer confidence, rising consumption and to increase market share. Notably, a number of major foreign branded department and furniture stores have announced their expansion plans in Indonesia. These included Thailand-based Central Department Store, Malaysia-based Parkson Retail Group, Netherlands-based IKEA and Japanese retail company AEON.
4,000,000
95%
3,500,000
90%
3,000,000
85%
Cumulative Supply
Source:
Cumulative Demand
Knight Frank / PT Willson Properti Advisindo
160
1H 14
1H 13
2H 13
1H 12
2H 12
1H 11
2H 11
1H 10
2H 10
1H 09
2H 09
1H 08
2H 08
1H 07
55% 2H 07
0 1H 06
60%
2H 06
65%
500,000 1H 05
1,000,000
2H 05
70%
1H 04
75%
1,500,000
2H 04
80%
1H 03
2,500,000
2,000,000
2H 03
Leasable Area in Sqm
Figure 1 Jakarta Retail Market Supply, Demand and Occupancy (2003-1H 2014)
Occupancy Rate (%)
Rental Rates and Prices The average asking gross rents of prime ground floor space in Jakarta’s Leased Malls increased by 14.2% (yoy) to Rp. 820,240 per sqm per month as of 30 June 2014. The average asking gross rents on prime ground floor for Premium Grade A Leased Mall space was Rp. 1.47 million per sqm per month as of 30 June 2014. Total service charges in Rupiah terms experienced an increase of 14.9% (yoy) due to a gradual increase in basic electricity tariff (TDL) and rising minimum wages. Figure 2 Jakarta Retail Average Asking Gross Rental of Ground Floor Leased Malls in Rupiah by Property Grade (2003-1H 2014) In Sqm/Month Rp1,800,000 Rp1,600,000 Rp1,400,000 Rp1,200,000 Rp1,000,000
Rp800,000 Rp600,000 Rp400,000 Rp0
1H03 2H03 1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 1H14
Rp200,000
Premium Grade-A
Source:
Grade-A
Grade-B
Grade-C
Knight Frank / PT Willson Properti Advisindo
Outlook Supported by an increasingly affluent and middle-class population, rising domestic consumer spending and strong underlying economic growth combined with the confirmation of Joko Widodo becoming Indonesia’s next president, the confidence in the Jakarta retail sector is expected to remain sustainable. As a result, it will continue to generate positive demand for retail space from retailers and consumers. Despite a reasonable new supply of 241,400 sqm between 2H 2014 and 2015, occupancy levels for Jakarta retail malls will likely be stable due to a healthy pre-commitment level. Given the moratorium of permits for new malls in Jakarta since September 2011, supply growth is expected to be limited. As a result, future retail spaces will likely be limited in the next few years and developers will continue to look for development opportunities outside of Jakarta and Java Island. It is expected to see older retail centers performing major renovations or even considering changing to other uses such as offices, hotels or schools. Service charges are expected to increase by 10%-15% in 2015 due to planned increases in basic electricity tariff (“TDL”). If the fuel subsidy is cut in 2015 by the newly-elected President Joko Widodo, the market is likely to see a possible tightening of consumer spending due to lower disposable incomes.
161
Jakarta Hotel Market Overview Supply The hotel market in Jakarta can be categorized into three submarkets: 5-star, 4-star and 3-star properties. Hotel supply in the Jakarta area had only experienced a small growth within the period between 2004 and late 2008. Since the property boom starting in late 2009, the cumulative total supply grew significantly from approximately 22,266 rooms in 2009 to 30,002 rooms in 2013, representing a 7.7% annual growth (CAGR). With five new hotel openings during the first half of 2014, total room supply grew by 10.0% (yoy) to 31,473 rooms. In the first half of 2014, the existing hotel supply distribution comprised 32.8% 5-star hotels, 37.0% 4-star hotels and 30.1% 3-star hotels. 64.7% of the total existing supply was located in secondary areas while the remaining 35.3% was located in the CBD and prime areas. The new supply pipeline consists of 69 hotels totaling about 13,734 rooms, expected to be completed between 2H 2014 and 2016. Of this pipeline, 4-star hotels are expected to account for the largest portion at 41.4% or 5,685 rooms while 44.4% or 6,094 rooms will be located within superblock projects. Condotel units account for 16.7% of the estimated total new supply. Some of the upcoming international luxury brand concentrations until 2016 include Alila Suites, SCBD Lot 11, Raffles Jakarta Suites Hotel @ Ciputra World, Fairmont Hotel - Senayan Square, W Hotels @ Ciputra World 2 — Jakarta, Westin Hotel (@Cemindo Tower) — Kuningan, St. Regis — Gatot Subroto, JW Marriott Hotel @ Kemang Village, InterContinental Jakarta Pondok Indah Hotel & Residences and others. Table 1 Distribution by Star Rating
Total Existing Rooms
Occupancy Rate
3-Star Hotels ............................................... 4-Star Hotels ............................................... 5-Star Hotels ...............................................
9,479 11,657 10,337
72.68% 74.55% 68.32%
Total Average..............................................
31,473
71.94%
Source:
Knight Frank / PT Willson Properti Advisindo
Table 2 Expected Year Completion
# of Rooms
2H 2014 .............................................................................. 2015 .................................................................................... 2016 ....................................................................................
6,558 5,887 1,289
Total 2H 2014-2016 .............................................................
13,734
Source:
Knight Frank / PT Willson Properti Advisindo
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Demand Supported by the business traveling from private companies and government institutions, the number of domestic passenger arrivals continued to show an increasing trend, rising marginally by 3.7% (yoy) in growth to 20.5 million in 2013 and only 0.15% (yoy) to 9.8 million in the first half of 2014. In addition, foreign visitor arrivals via Soekarno-Hatta International Airport recorded a steady increase of 6.6% (yoy) to 2,240,490 in 2013 and 5.1% (yoy) to 1,136,150 in the first half of 2014 as compared to the same period previous year. The overall market occupancy ended the first half of 2014 with a 8.4% (yoy) increase to 22,643 rooms or at 71.9% occupancy rate compared to the same period last year. 3-star rated hotels recorded the highest increase in demand, increasing by 18.7% (yoy) or at 72.7% occupancy rate. As a result of the increased demand, the room night demand (RND) for 3-star, 4-star and 5-star hotels increased by 20.3%, 6.9% and 1.5%, respectively, compared to the same period the previous year. With a increasing number of domestic and international Meeting, Incentives, Conferences and Exhibitions (“MICE”) events scheduled to take place in Jakarta during 2014 including Jakarta Fair, Trade Expo, Jakarta International Java Jazz Festival, Travel and Holiday Fair, Food and Hospitality Indonesia and many others, corporate groups comprised approximately 65% of the number of room nights sold while independent travelers only comprised 35% in the first half of 2014. Domestic customers continued to support Jakarta hotel business, dominating the guest profile at approximately 80% of the total in the first half of 2014. In terms of the profile of travelers visiting Jakarta during the first half of 2014, MICE or business travelers accounted for approximately 93% of visitors and the remaining 7% represented leisure travelers.
Total Nu mber of Rooms
35,000
80%
30,000
75%
25,000
70%
20,000
65%
15,000
60%
10,000
55%
5,000
50% 45%
1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 2H14
-
3-Star
Source:
4-Star
1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 1H14
Figure 2 Jakarta Hotel Market Occupancy (2004-1H 2014)
Figure 1 Jakarta Hotel Market Supply (2004-1H 2014)
3-Star
5-Star
Knight Frank / PT Willson Properti Advisindo
Source:
4-Star
5-Star
Overall
Knight Frank / PT Willson Properti Advisindo
Average Room Rate The average room rate (“ARR”) in Rupiah terms for all star-rated hotels recorded an increase of approximately 11.3% (yoy) and a decrease in U.S. Dollar terms of approximately 7.7% due to depreciating Rupiah. The 4-star hotel ARR in Rupiah terms recorded the highest increase by 10.6% to Rp. 668,617. Consequently, revenue per available room (“RevPar”) for all star-rated hotels in Rupiah and U.S. Dollar terms enjoyed an increase of 7.3% to Rp. 496,350 and a decrease of 11.0% to $44.20 due to depreciating Rupiah, respectively.
163
Figure 3 Jakarta Hotel Average Room Rate in Rupiah Terms (2004-1H 2014) Rp1,400,000 Rp1,200,000 Rp1,000,000
Rp800,000 Rp600,000 Rp400,000 Rp200,000
1H04 2H04 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 1H12 2H12 1H13 2H13 1H14
Rp0
3-Star
Source:
4-Star
5-Star
Overall
Knight Frank / PT Willson Properti Advisindo
Outlook Given the resilient domestic economy and mainly driven by domestic travelers (private and government), the overall trend of Jakarta hotel market is expected to remain positive in the year ahead. Hoteliers are expected to remain optimistic about their hotel performance, supported by the newly elected President Joko Widodo and strong consumer confidence. However, occupancies are expected to be slightly lower, if not, stable due to ample supply entering the market in the next two years. Room rates are expected to continue improving partially due to the increase of electricity tariffs and minimum wages affecting operational costs. Brand conversion and renovation are expected to emerge as a trend for major hoteliers due to a heightened competition from new hotels entering the market. Bolstered by the growing number of wealthy individuals and being the Indonesia’s gateway city, Jakarta is expected to continue providing significant opportunities for growth of international hotel chains, particularly luxury brands. Greater Jakarta Industrial Real Estate Market Overview Overview Industrial estates in Indonesia were first developed by the Indonesian government in the early 1970’s through state owned companies in response to the rising demand for industrial sites. The government initially developed the first industrial estate named Jakarta Industrial Estate Pulogadung (JIEP) in 1973, followed by Surabaya Industrial Estate Rungkut (SIER) in 1974. After the Industry Minister set a deadline announcement in 2006 that in 10 years all manufacturing companies must be relocated to industrial estates, the policy has created strong interests for investment opportunities from local and foreign developers to further develop industrial estates due to rising potential demand in the future.
164
Indonesia’s economic slowdown in 2013 has impacted on the market for industrial real estate. Lower GDP growth, higher inflation and a depreciating Rupiah has made investors in a wait-and-see mode, cautious about the near-term prospects. Further, legislative and presidential elections in 2014 added an element of political uncertainty. As a result, demand for industrial land, factories and warehouses started to softening. However, with the confirmed newly elected President Joko Widodo and buoyant domestic demand restoring investor confidence, the pace of growth is expected to accelerate again with positive long-term growth prospects. Industrial estates have been built in various regions throughout Indonesia with the majority of them being located in Java Island. According to the Indonesia Industrial Estate Association (HKI), Java Island maintains the largest regional concentration of industrial estates throughout Indonesia as of January 2014, comprising approximately 70% of all industrial estates with the remaining 30% spread out in Sumatera, Sulawesi and Kalimantan. Availability of supporting infrastructure such as toll roads to provide links to seaport and airports as well as access to the business and market center of Jakarta have made the Jabodetabek area (Greater Jakarta) the favorite location for industrial estates. Areas within proximity to the Jakarta-Merak toll road and the Jakarta-Cikampek toll road offer the most strategic locations for industrial estates. Strong economic growth and rising domestic demand in Indonesia combined with higher wage costs in China and natural disasters/political instability in Thailand and Japan have prompted a surging demand for new industrial business setups, relocations and expansions in Indonesia since early 2010. The industrial area in Greater Jakarta with the most growth is Bekasi, primarily due to its close proximity to Jakarta CBD, Tanjung Priok Seaport via Jakarta-Cikampek toll road as well as better access and infrastructure. Karawang, located in the East of Bekasi, has relatively comprehensive supporting infrastructure, but it is further away from Jakarta while Tangerang, located in West Jakarta, is considered as the least developed industrial area with only a few of the industrial estates having sufficient supporting infrastructures. Meanwhile, Serang and Cilegon are within proximity to Merak port and is located further west from Jakarta via the Tangerang-Merak toll road, in an area dominated by heavy industries such as steel and chemical. Banten Industrial Market Major industrial estates operating in the Banten Province are mainly located in the areas of Tangerang, Serang and Cilegon. The availability of infrastructures include the Soekarno-Hatta International airport, Merak harbor, Jakarta-Tangerang-Merak toll road and railway network Jakarta-Rangkasbitung-Peacock. In addition, improved and new development infrastructures in the Banten Province include the reconstruction of Tangerang-Merak toll road (widening all entry and exit road access), the under constructed Bojonegara Seaport, the future Sunda Strait Bridge, the future South Banten Airport and the planned Panimbang-Serang toll road. Major industrial estates operating in Serang include Modern Cikande (Ⳳ2050 hectares of plan area). Major industrial estates operating in Tangerang include Millenium (Ⳳ400 hectares), CCM Balaraja (Ⳳ300 hectares), Cikupamas (Ⳳ250 hectares), Taman Tekno BSD (Ⳳ190 hectares). Major industrial estate operating in Cilegon includes Cilegon Industrial Park (KIEC-Ⳳ700 hectares). Tangerang is dominated by a labor intensive industry while Cilegon and Serang are dominated by capital intensive industries. Major business sectors in Cilegon and Serang include steel and chemical such as BASF, BlueScope Steel, Siemens, Mitsuba, Cargill, and Saint Gobain. While Tangerang includes textile, garment, footwear, leather, machinery, food packaging, pharmaceuticals/cosmetics, wood, chemical and plastic.
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The asking price for industrial land plots within industrial estates in Tangerang, Cilegon and Serang varies depending on the location and facilities provided. The asking land prices for industrial plots in those three regions are estimated to range from US$100 to US$170 per sqm. In terms of industrial maintenance cost, the overall service charge in those three areas is estimated between US$0.03 and US$0.08 per sqm per month.
Outlook With a significant amount of pent-up demand, the overall Greater Jakarta industrial market moving forward is expected to remain positive with foreign investors and the automotive related sector being the main driving force. Inquiries from potential investors and users are expected to pick up the pace after the confirmed presidential election amidst the limited availability of ready-to-built industrial land. Land prices are expected to remain stable throughout 2014 and 2015 subject to economic conditions. Infrastructure projects remain the key issue to boost demand for industrial land, factories and warehouses into the next level. Given the prolonged land shortages in the near future, the recurring income from the rental market for single-user factories or warehouse buildings will also be a good option for industrial estates to maintain stable income streams. Service charges are expected to increase in 2015 given the plans to increase basic electricity tariffs and fuel subsidies, which may affect operational costs. With the recently proposed revision of the land bill to restrict the industrial land banking size for development up to 200 hectares in one location, it is expected to limit the expansion growth of large property developers in the near future.
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Bali Hotel Market Overview Overview Commonly known as “the Island of Gods”, Bali has gained global recognition as “One of the Best Luxury Vacation and Resort Destination”. The combination of friendly, hospitable indigenous people, Hindu-based culture rich in intricate beauty and festivities infused with spirituality, beautiful terraced rice fields and spectacular white-sand beaches with great surfing and diving have made Bali the unrivaled tourist destination in the world with a population recorded at approximately 3,891,000 as of the 2010 census. The foreign tourist arrival in Bali is on the increasing trend and proves to be resilient notwithstanding several major incidents affected tourism such as Bali bombings and SARS outbreak. The market only suffered for 3 to 6 months after each of the incidents and then rebounded quickly. In fact, despite the major incidents which occurred historically, the foreign tourist arrival in Bali has shown improvement trends, growing on average by 2.0% per annum between 2001 and 2005 and accelerating to 11.8% growth per annum between 2006 and 2013. The upward trend is expected to continue. During 2013, both domestic and International passenger arrivals in Bali demonstrated steady increases in growth. International passenger arrivals through the twelve months of 2013 have reached 3.5 million or increased by 8.5% (yoy). In line with the buoyant domestic economy, the domestic arrivals in 2013 also indicated a significant jump reaching 4.3 million or 13.1% (yoy) in growth. The ratio of international to domestic tourists in Bali has started to shift to greater domestic arrivals since 2011, indicating a growing importance of domestic travelers.
The foreign arrivals by geographical primary were up across the board for Bali in 2013. On a combined basis in 2013, foreign arrivals from ASEAN and the Asia-Pacific continued to dominate consisting of a 71.7% market share of all Bali arrivals while the remaining were from Europe and the Americas. Supply The hotel market in Bali can be categorized as 3-star, 4-star and 5-star rated hotels. With a total existing supply of 19,110 rooms in 2006, the Bali hotel total supply has grown at a significant rate at more than 60 percent to 28,400 in 2013. The largest supply share of 36.6% for hotel rooms was located in Kuta area, while Nusa Dua, Sanur and Jimbaran contributed about 24.3%, 9.8% and 9.8%, respectively. Kuta area remained the most concentrated area of 3 and 4-star rated hotels, while Nusa Dua area had the largest concentration of 5-star rated hotels.
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Approximately 24,109 rooms are currently in the pipeline scheduled to be delivered during 2014-2016 of which the majority are targeting the higher segment of the market (4 and 5-star ratings). The new supply also marks the increasing trend of Condotel unit pouring the hotel market, in fact, 38% of the estimated new supply are categorized as Condotel units. Given ample new supply in the next three years, it is expected that competition is expected to increase especially four and five-star rated hotels which accounted for approximately 84% of new supply. Table 1 Distribution by Star Rating
Total Existing Rooms
Occupancy Rate
3-Star Hotels ............................................... 4-Star Hotels ............................................... 5-Star Hotels ...............................................
6,892 8,902 12,606
73.18% 70.31% 69.34%
Total Average..............................................
28,400
70.58%
Source:
Knight Frank / PT Willson Properti Advisindo
Table 2 Projection of Future Hotel Supply (2014 — 2016) Year
Projected Completion
2014 ................................................................................... 2015 .................................................................................... 2016 ....................................................................................
10,230 rooms 8,923 rooms 4,956 rooms
Total ...................................................................................
24,109 rooms
Source:
Knight Frank / PT Willson Properti Advisindo
Demand The Bali hotel market experienced a lower average occupancy rate by 3.4% to 70.58% in 2013 compared to 2012 at 73.94% due to additional new supply entering the market. However, the occupancy rate has been in an upward trend compared to 56.26% in 2006. Due to global financial crisis during the 2008/2009, the overall occupancy rate declined slightly, but it rebounded quickly at a healthy rate back to the pre-crisis level (above 70% range) during the second half of 2009. The 3-star rated hotels managed to perform quite well with occupancy rate of 73.18% in the first half of 2013, representing the highest occupancy rate among the star-rated hotels. Both 4 and 5-star rated hotels were performing at 70.31% and 69.34% respectively. Based on several interviews with Hoteliers and our observations, Australian, Chinese and Japanese visitors remain among the top largest occupants of star-rated hotels in arrivals to Bali.
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Given the growth of domestic middle class business travellers and traders and the impact of global economic downturn towards cost-conscious foreign travellers, there have been a number of hotel groups continuing to correspond with the rising demand for budget hotels. They are not only local and international private developers, but also state-owned companies such as PT Angkasa Pura I and PT Pos Indonesia who are interested in venturing into the budget hotel business. Condotels, a lodging that is hybrid of a condominium and hotel operated as a commercial hotel, have become the latest real estate investment craze in Bali. The rooms in Condotels are sold individually to buyers and then hand over to well-respected hotel operators to manage and rent the sold units back to hotel guests. The majority of existing condotels, categorized as 2, 3 and 4 star hotels, are operated under professional hotel management such as Aston, Quest, Tauzia, PHM. Approximately 42 condotel projects under construction and soon ready for groundbreaking totaling about 9,281 rooms will be expected to enter the market between 2014 and 2016. While, between 2008 and 2010, there were an additional supply of more than 1,100 rooms in eight condotel projects. Figure 1 Bali Hotel Market Supply (2006-2013)
Figure 2 Bali Hotel Market Occupancy (2006-2013)
Average Room Rate (ARR) & Revenue Per Available Room (RevPar) Despite a slightly lower trend in the overall occupancy rate partly due to tight competition and additional new supply entering the market as well as low seasonal factor, most hoteliers continued to aim building their rates instead of occupancy, experiencing a reasonable growth of ARR and RevPar. However, ARR remained under pressure. The average room rate in Rupiah terms for 3-star rated hotel has posted an increase by 10.8% (CAGR) to Rp. 851,117 in 2013 compared to Rp. 416,199 in 2006. In addition, the ARR for 4-star also has increased by 9.4% to Rp. 1,199,734 and 5-star hotels by 12.0% to Rp. 2,320,405 in 2013 compared to Rp. 641,676 and Rp. 1,048,455 in 2006, respectively. Moreover, the ARR in U.S. dollar terms for all star-rated hotels has posted solid increase of 6.6% growth (CAGR) since 2006. With the increase in room night demand, the total average RevPar across all star-rated hotels also experienced a significant increase of 11.7% growth (CAGR) in U.S. dollar terms and in Rupiah terms of 16.1% growth (CAGR) since 2006. Planned 15% increase every quarter in basic electricity rates is expected to prove an increasing burden for Bali hotel operators, particularly low-cost or budget class hotels that will bear higher operating costs while finding it difficult to increase their room rates due to stiff competitions.
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Figure 3 Bali Hotel Average Room Rate in U.S. Dollar Terms (2006-2013)
Outlook Being the most popular international tourist destination in Indonesia, occupancy rates in most star-rated hotels are expected to continue experiencing stable performance in 2014. However, with plenty of new supply becoming available in the market in 2014 and onwards and the growth of Condotel development expected to increase, the hotel market in Bali is expected to face a tight competition. Occupancy rates are expected to be lower due to the fasting month of Ramadhan and the presidential election taking place in July 2014, if not stable with the additional boost to offset from the year-end holidays such as Christmas and New Year in 2014. To anticipate the planned increase in the basic electricity tariff or TDL by 4%-5% per quarter and an increase price of subsidized fuels, the average overall room rate is expected to rise by approximately 5%-10% and it will also be adjusted for inflationary expectations. The government’s commitment to boost infrastructure development in Bali is deemed as a positive step to help optimize the potential and to accommodate rapid growth of tourism in Bali, including the almost completion of Ngurah Rai airport expansion, the completed construction of Nusa Dua-Benoa Ngurah Rai Airport toll road and the underground walkway/underpass Simpang Dewa Ruci as well as the planned construction of solar power plants with a capacity of 1.15 MW. Having a promising business travel opportunity, the growth in Bali MICE activities is expected to continue to increase as evidenced by many of world and sport tourism events including the successful APEC Summit held in Bali in 2013. Further, older hotel brands are expected to continue pressured to undertake refurbishments in order to keep pace with the quality of new supply. Moving forward, international luxury brand concentration including Hilton Waldorf Astoria, Ritz-Carlton, Kempinski, Raffles, Fairmont, Rosewood, Sofitel, Shangri-La, Regent, Mövenpick, Jumeirah and others is expected to set the stage of the Bali hotel market into the next level.
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EXCHANGE RATES AND EXCHANGE CONTROLS Bank Indonesia is the sole issuer of Rupiah and is responsible for maintaining the stability of the Rupiah. Since 1970, Indonesia has implemented three exchange rate systems: (i) a fixed rate between 1970 and 1978; (ii) a managed floating exchange rate system between 1978 and 1997; and (iii) a free floating exchange rate system since 14 August 1997. Under the second system, Bank Indonesia maintained stability of the Rupiah through a trading band policy, pursuant to which Bank Indonesia would enter the foreign currency market and buy or sell Rupiah, as required, when trading in the Rupiah exceeded bid and offer prices announced by Bank Indonesia on a daily basis. On 14 August 1997, Bank Indonesia terminated the trading band policy and permitted the exchange rate of the Rupiah to float without an announced level at which it would intervene, which resulted in a substantial subsequent decrease in the value of the Rupiah relative to the US dollar. Under the current system, the exchange rate of the Rupiah is determined solely by the market, reflecting the interaction of supply and demand in the market. Bank Indonesia may take measures, however, to maintain a stable exchange rate. The following table sets forth information on the exchange rates between the Rupiah and US dollars based on the middle exchange rate on the last day of each month during the year indicated. The Rupiah middle exchange rate is calculated based on Bank Indonesia buying and selling rates. Middle Exchange Rates High
Low
Average
At Period End
(Rp. per US$)
2008ѧ................................... 2009 .................................... 2010 .................................... 2011 .................................... 2012 .................................... 2013 .................................... 2014 .................................... 2015 January ................................ February ..............................
Source:
12,151 11,980 9,365 9,170 9,670 12,189 12,440
9,051 9,400 8,924 8,508 9,000 9,667 11,404
9,757 10,356 9,078 8,773 9,419 10,563 11,885
10,950 9,400 8,991 9,068 9,670 12,189 12,440
12,732 12,887
12,444 12,609
12,579 12,750
12,625 12,863
Statistik Ekonomi dan Keuangan Indonesia (Indonesian Financial Statistics) published monthly by Bank Indonesia; Internet website of Bank Indonesia at http://www.bi.go.id/web/en/Moneter/Kurs+Bank+ Indonesia/Kurs+Transaksi/
Exchange Controls Indonesia has limited foreign exchange controls. The Rupiah has been, and in general is, freely convertible within or from Indonesia. However, to maintain the stability of the Rupiah and to prevent the utilisation of the Rupiah for speculative purposes by non-residents, Bank Indonesia has introduced regulations to restrict the movement of Rupiah from banks within Indonesia to offshore banks, an offshore branch of an Indonesian bank, or any investment denominated in Rupiah by foreign parties and/or Indonesian parties domiciled or permanently residing outside Indonesia, thereby limiting offshore trading to existing sources of liquidity. In addition, Bank Indonesia has the authority to request information and data concerning the foreign exchange activities of all people and legal entities that are domiciled, or who plan to be domiciled, in Indonesia for at least one year.
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PBI 16/22/PBI/2014 requires bank institutions, non-bank financial institutions, non-financial institutions, state/regional-owned companies, private companies, business entities and individuals to submit a report to Bank Indonesia on their foreign exchange activities. The report is required to include: (i) trade activities in goods, services and other transactions between residents and non-residents of Indonesia; (ii) the position and changes in the balance of foreign financial assets and/or foreign financial liabilities; and (iii) any plan to incur foreign debt and/or implementation. Indonesian Law on Currency On 28 June 2011, the President of Republic of Indonesia passed Law No. 7 of 2011 (the “Currency Law”) concerning the use of Rupiah. The Currency Law requires the use of and prohibits the rejection of Rupiah in certain transactions. Article 21 of the Currency Law requires the use of Rupiah in payment transactions, monetary settlement of obligations and other financial transactions (among others, the deposit of money) within Indonesia. However, there are a number of exceptions to this rule, including certain transactions related to the state budget, income and grants from and to foreign countries, international trade transactions, foreign currency savings in a bank or international financing transactions. Article 23 of the Currency Law prohibits the rejection of Rupiah offered as a means of payment, or to settle obligations and/or in other financial transactions within Indonesia unless there is uncertainty regarding the authenticity of the Rupiah bills offered. The prohibition does not apply to transactions in which the payment or settlement of obligations in a foreign currency has been agreed in writing. There is uncertainty regarding the implementation of Articles 21 and 23 because Article 21 forbids settlement in a currency other than Rupiah, while Article 23 provides a number of exceptions to the prohibition of the rejection of Rupiah. To address public concern, on 6 December 2011, the Ministry of Finance through the Directorate General of Treasury of the Republic of Indonesia issued a document to the public on the Interpretation of the Currency Law (“MOF Interpretation”). The MOF Interpretation explains that the Currency Law only applies to cash transactions (coins and banknotes) while excluding the payment involving non-physical money transactions (uang giral) (cheques and letter of credit) and electronic payments. The MOF Interpretation also explains that the obligation to accept Rupiah as a means of payment or as settlement for an obligation or for any other financial transaction as mentioned in Article 23 of the Currency Law can be exempted by a contractual arrangement existing or entered into either before or after the enactment of the Currency Law. However, it should be noted that the MOF’s Interpretation is not a legislative product and arguably may be subject to challenge. Non-compliance with the Currency Law is a violation/misdemeanour and is punishable by up to one year of confinement or a fine of up to Rp. 200 million. Purchasing of Foreign Currencies against Rupiah through Banks In 17 September 2014, Bank Indonesia also introduced Bank Indonesia Regulation No. 16/16/PBI/2014 on Foreign Exchange Transaction against Rupiah between Banks and Domestic Parties (“PBI 16/16/2014”) which stipulates that exchange conversions that are equal to or less than US$100,000 per month need to be supported by a written declaration by Indonesian companies purchasing foreign currency. Any foreign exchange conversion that exceeds such maximum limit must be based on an underlying transaction and supported by underlying transaction documents. Further, the maximum amount of such foreign exchange conversion cannot exceed the value of the underlying transaction.
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Indonesian companies purchasing foreign currencies in excess of US$100,000 will be required to submit certain supporting documents to the selling bank, including among others, a duly stamped statement confirming that the underlying transaction document is valid and that the foreign currency purchased based on such underlying transaction document will not exceed the nominal value of the underlying transaction in the Indonesian banking system. For purchases of foreign currency not exceeding US$100,000, such company must declare in a duly stamped letter that its aggregate foreign currency purchases do not exceed US$100,000 per month in the Indonesian banking system.
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SELECTED CONSOLIDATED FINANCIAL INFORMATION The following selected consolidated financial information and other data should be read in conjunction with the consolidated financial statements and related notes of the Issuer included elsewhere in this Information Memorandum and in the section entitled “Presentation of Financial Information”. The consolidated financial statements of the Issuer have been prepared and presented in accordance with Indonesian FAS. The selected consolidated financial information of the Issuer presented below has been derived from the audited consolidated financial statements of the Issuer as of 31 December 2012, 2013 and 2014, and for the years then ended, included elsewhere in this Information Memorandum. The audited consolidated financial statements of the Issuer as of 31 December 2012, 2013 and 2014, and for the years then ended, included elsewhere in this Information Memorandum, have been audited by Purwantono, Suherman & Surja (“PSS”) (a member firm of Ernst & Young Global Limited), independent auditors, in accordance with Standards on Auditing established by the Indonesian Institute of Certified Public Accountants (“IICPA”), as stated in their audit report appearing elsewhere in this Information Memorandum. Consolidated statements of comprehensive income for the financial years ended 31 December 2012, 31 December 2013, and 31 December 2014 For the financial year ended 31 December 2012
2013
2014
(Rp. in billions)
Sales and operating revenue ..................... Cost of sales and direct costs ...................
845.7 (496.8)
829.4 (420.6)
1,288.0 (613.2)
Gross profit ................................................ Selling expenses .......................................... General and administrative expensesѧ.......... Other operating income ................................ Other operating expenses ............................
348.9 (7.6) (64.8) 22.8 (10.5)
408.8 (6.5) (77.5) 29.0 (5.0)
674.7 (8.7) (104.8) 15.4 (11.0)
Operating income ....................................... Finance income............................................ Finance expense .......................................... Other income ...............................................
288.8 2.7 (74.6) 23.1
348.7 4.2 (111.4) —
565.6 4.2 (74.7) —
Income for the year before income tax expense ...................................................
240.0
241.5
495.1
Income tax expense .....................................
(59.2)
(60.7)
(87.0)
Income for the year ....................................
180.8
180.8
408.1
Other comprehensive loss ............................
(0.5)
(3.9)
—
Total comprehensive income for the year .
180.4
176.9
408.1
Income (loss) for the year attributable to: Owners of the parent entity ....................... Non-controlling interests ...........................
180.8 —
180.8 (0.0)
408.1 (0.0)
Total............................................................
180.8
180.8
408.1
174
Consolidated statements of financial position as of 31 December 2012, 31 December 2013, and 31 December 2014 As of 31 December 2012
2013
2014
(Rp. in billions)
Current assets Cash and cash equivalents .......................... Available-for-sale securities - net ................. Trade receivables - net of allowance for impairment losses Third parties ............................................. Related Parties ......................................... Other receivables - third parties ................... Inventories ................................................... Advances ..................................................... Prepaid taxes............................................... Prepaid expenses ........................................ Other current assets - net ............................
32.5 4.9
68.1 —
84.3 —
9.4 1.9 11.8 524.5 192.2 4.0 0.0 3.9
8.8 1.0 6.5 564.4 359.2 4.8 0.6 3.7
143.7 1.0 4.3 513.8 136.7 4.8 1.2 1.7
Total current assets ...................................
785.1
1,017.1
891.6
—
—
20.0
Non-current assets Advance for rental........................................ Investment properties - net of accumulated depreciation .............................................. Fixed assets - net of accumulated depreciation .............................................. Construction in progress .............................. Land for development .................................. Other non-current financial assets ................ Other non-current assets - net .....................
1,234.8
1,149.8
1,076.2
15.6 1,871.4 282.3 97.7 6.2
13.2 2,155.4 308.8 119.2 4.9
23.6 2,689.7 324.3 84.6 4.3
Total non-current assets ............................
3,508.0
3,751.4
4,222.6
Total assets ................................................
4,293.2
4,768.4
5,114.3
Current liabilities Trade payables - third parties....................... Dividends payables ...................................... Other payables - third parties ....................... Accrued expenses Third parties ............................................. Related parties ......................................... Taxes payable .............................................. Current maturities of bank loans................... Unearned income ......................................... Tenant deposits............................................
20.8 — 14.2
46.5 0.4 16.6
100.0 0.8 23.1
15.2 6.9 24.5 355.5 197.5 40.0
21.9 1.0 35.1 162.0 195.5 25.6
21.9 0.7 40.0 124.5 145.8 22.7
Total current liabilities ...............................
674.7
504.7
479.5
175
As of 31 December 2012
2013
2014
(Rp. in billions)
Long-term liabilities Bank loans - net of current maturities ........... Bonds payable - net ..................................... Unearned income - net of current portion ..... Tenant deposits............................................ Employee benefits liability ............................
707.6 — 25.0 38.7 9.4
1,008.0 246.1 20.3 51.6 10.9
1,063.8 246.7 12.3 52.0 13.1
Total long-term liabilities ...........................
780.8
1,337.0
1,387.9
Total liabilities............................................
1,455.4
1,841.8
1,867.4
1,570.7 451.9 627.3 3.9
1,570.7 451.9 — —
1,570.7 451.9 — —
0.5 183.5
1.5 902.6
2.5 1,221.7
Equity attributable to Owners of the Parent Entity ........................................................
2,837.7
2,926.7
3,246.8
Non-controlling interests...............................
—
0.0
0.0
Total Equity ................................................
2,837.7
2,926.7
3,246.8
Total liabilities and equity..........................
4,293.2
4,768.4
5,114.3
Equity Share capital ............................................... Additional paid-in capital .............................. Assets revaluation increment ...................... Other comprehensive income ....................... Retained earnings ........................................ Appropriated ................................................ Unappropriated ............................................
Consolidated statement of cash flows for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 For the financial year ended 31 December 2012
2013
2014
(Rp. in millions)
Net cash provided by (used in) operating activities ................................................... Net cash provided by (used in) investing activities ................................................... Net cash provided by (used in) financing activities ................................................... Net effect of exchange rates on cash and cash equivalents denominated in foreign currency ................................................... Net increase in cash and cash equivalents .............................................. Cash and cash equivalents at beginning of year .......................................................... Cash and cash equivalents at end of year .........................................................
176
90.2
(85.5)
51.0
10.1
(31.8)
38.1
(85.4)
2.1
168.3
(15.4)
(72.6)
(0.3)
17.0
35.5
16.2
15.6
32.5
68.1
32.5
68.1
84.3
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The management’s discussion and analysis of financial condition and results of operations of the Issuer presented and discussed below has been derived from the audited consolidated financial statements of the Issuer as of 31 December 2012, 2013 and 2014, and for the years then ended, included elsewhere in this Information Memorandum. Review of the Company’s performance and financial position for the year ended 31 December 2014 The Company’s consolidated revenue for the year ended 31 December 2014 was Rp. 1,288.0 billion, representing a significant increase of 55.3% from Rp. 829.4 billion for the previous year ended 31 December 2013. This performance reflected an increase mainly from partial recognition of strata title units sold from MSIG Tower project and La Maison project. The Company’s total assets as of 31 December 2014 amounted to Rp. 5,114.3 billion, representing an increase of 7.3% from Rp. 4,768.4 billion as of 31 December 2013. This increase was mainly attributable to an increase in: (i) construction in progress, and (ii) trade receivables from third parties — net of allowance for impairment losses; partly offset by decrease in advances. Construction in progress increased from Rp. 2,155.4 billion at 31 December 2013 to Rp. 2,689.7 billion at 31 December 2014, mainly due to increase of construction in progress from: (i) Icon Tower project; (ii) Holiday Inn & Suites; (iii) Hilton Garden Inn; and (iv) refurbishment of Plaza Great River. Trade receivables from third parties — net recorded a substantial increase from Rp. 8.8 billion to Rp. 143.7 billion at 31 December 2013 and 31 December 2014, respectively, also due to increase in sale of strata title units, for which, receivables have been accrued due to recognition of revenues in advance of actual payment. Whilst, advances decreased from Rp. 359.2 billion at 31 December 2013 to Rp. 136.7 billion at 31 December 2014 due to realization of the work done by the contractors so that it reclassified to inventory and construction in progress. Inventories decreased by 9.0% from Rp. 564.4 billion at 31 December 2013 to Rp. 513.8 billion at 31 December 2014 as a result of recognition of cost of strata title units sold from MSIG Office Tower building. Investment properties — net of accumulated depreciation decreased by 6.4% from Rp. 1,149.8 billion at 31 December 2013 to Rp. 1,076.2 billion at 31 December 2014 mainly attributable to write-off of building cost amounted to Rp. 299.1 billion, in relation to the renewal of right to operate (BOT agreement) for Bapindo Plaza Tower I with PT Bank Mandiri Tbk. The Company’s current maturities of bank loans decreased by 23.1% to Rp. 124.5 billion as of 31 December 2014 from Rp. 162.0 billion as of 31 December 2013. The Company’s bank loans — net of current maturities increased by 5.5% from Rp. 1,008.0 billion as of 31 December 2013 to Rp. 1,063.8 billion as of 31 December 2014 due to the new facilities obtained from PT Bank QNB Kesawan Tbk. (“QNB”) that amounted to Rp. 55.0 billion and USD8.75 million (equivalent to Rp. 108.9 billion) as of 31 December 2014. The facilities from QNB were partly utilized to refinance the loan from PT Bank Victoria International Tbk. (“Victoria”), funding of construction, and completion of the Company’s projects. Trade payables to third parties increased by 115.1% to Rp. 100.0 billion as of 31 December 2014 compared to Rp. 46.5 billion as of 31 December 2013, reflecting an increase in payables to contractors, namely: Murinda Ironsteel, Adhi Karya, Indalex, Tatametrika Nusantara. The Company’s total equity as of 31 December 2014 was Rp. 3,246.8 billion, representing an increase of 10.9% from Rp. 2,926.7 billion as of 31 December 2013, reflecting an increase in the net profit for the year.
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The Company’s net cash provided from operating activities was Rp. 51.0 billion for the year ended 31 December 2014, representing an increase of 159.6% from negative Rp. 85.5 billion for the year ended 31 December 2013, mainly due to increase in cash receipts from customers and partly offset by cash payments to contractors and suppliers, other operating expenses, and cash disbursements for financing cost and taxes. Net cash provided by investing activities was Rp. 38.1 billion for the year ended 31 December 2014, representing an increase of 219.8% from negative Rp. 31.8 billion for the year ended 31 December 2013, as a result of: (i) liquidation of restricted funds, and (ii) proceeds from sale of investment property; and partly offset by increase in acquisition of land for development and acquisition of fixed assets and investment property. Net cash used in financing activities was Rp. 72.6 billion for the year ended 31 December 2014, representing a decrease of 143.1% from net cash provided by financing activities of Rp. 168.3 billion for the year ended 31 December 2013, which was primarily due to the minimum new financing facilities obtained by the Company during year 2014. Review of the Company’s performance and financial position for the year ended 31 December 2013 The Company’s consolidated revenue for the year ended 31 December 2013 was Rp. 829.4 billion, representing a decrease of 1.9% from Rp. 845.7 billion for the year ended 31 December 2012, mainly driven by decrease in revenues from strata title units sold, during the year ended 31 December 2013; and partly offset by an increase in recurring rental income from: (i) office space, (ii) retail area, and (iii) others and also increase in service fees charged from office space rental. The Company’s reported total assets as of 31 December 2013 of Rp. 4,768.4 billion represented an increase of 11.1% from Rp. 4,293.2 billion as of 31 December 2012. This was mainly attributable to an increase in construction in progress, advances, and inventories; and partly offset by decrease in investment property — net of accumulated depreciation. Construction in progress increased by 15.2% to Rp. 2,155.4 billion as of 31 December 2013 from Rp. 1,871.4 billion as of 31 December 2012, reflecting increase in construction in progress for: (i) Icon Tower project; (ii) Holiday Inn & Suites; and (iii) Hilton Garden Inn. Advances increased by 86.9% to Rp. 359.2 billion as of 31 December 2013 compared to Rp. 192.2 billion as of 31 December 2012 mainly due to advance payments to contractors and suppliers. Inventories increased by 7.6% to Rp. 564.4 billion as of 31 December 2013 from Rp. 524.5 billion as of 31 December 2012 due to increase in land and building under construction of La Maison Barito Apartment. Investment property — net of accumulated depreciation decreased from Rp. 1,234.8 billion at 31 December 2012 to Rp. 1,149.8 billion at 31 December 2013 mainly attributable to write-off of building cost amounted to Rp. 77.4 billion, in relation to the renewal of right to operate (BOT agreement) for Plaza Great River with Dana Pensiun Perkebunan. The Company’s current maturities of bank loans decreased by 54.4% to Rp. 162.0 billion as of 31 December 2013 from Rp. 355.5 billion as of 31 December 2012; whilst bank loans — net of current maturities increased by 42.5% to Rp. 1,008.0 billion as of 31 December 2013 from Rp. 707.6 billion as of 31 December 2012, reflecting the refinancing of the Company’s outstanding bank loans in PT Bank Pan Indonesia Tbk. (“Panin”) by PT Bank International Indonesia Tbk. (“BII”) in the form of Term Loan 4 to the maximum amount of Rp. 670.0 billion. On 8 October 2013, the Company issued a 5 years IDR denominated Continuous Bond I Phase I year 2013 (“IDR bond”) with the nominal amount of Rp. 250.0 billion and fixed coupon of 12.25% per annum. Trade payables to third parties increased by 123.6% to Rp. 46.5 billion as of 31 December 2013 from Rp. 20.8 billion as of 31 December 2012 reflecting an increase in payables to contractors, namely: Murinda Ironsteel and Adhi Karya.
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The Company’s total equity as of 31 December 2013 was Rp. 2,926.7 billion, representing an increase of 3.1% from Rp. 2,837.7 billion as of 31 December 2012, reflecting increment of both appropriated and unappropriated retained earnings for the year, which was partially offset by the distribution of cash dividends amounted to Rp. 88.0 billion. The Company’s net cash used in operating activities was Rp. 85.5 billion for the year ended 31 December 2013, representing a decrease of 194.8% from net cash provided by operating activities of Rp. 90.2 billion for the year ended 31 December 2012, mainly due to: (i) decrease of cash receipts from customers as a result of decrease in sale of strata title units recorded during the year, (ii) increase in cash payments to contractors and suppliers, and (iii) increase in other operating expenses, which were partially offset by a decrease in financing cost, taxes, and other cash disbursements. Net cash used in investing activities was Rp. 31.8 billion for the year ended 31 December 2013, representing a decrease of 414.9% from net cash provided by investing activities of Rp. 10.1 billion for the year ended 31 December 2012, mainly due to minimum proceeds generated from sale of available-for-sale securities and sale of fixed assets as compared to the previous year, which was partially offset by a lesser placement of restricted funds. Net cash provided by financing activities was Rp. 168.3 billion for the year ended 31 December 2013, representing an increase of 297.1% from net cash used in financing activities of Rp. 85.4 billion for the year ended 31 December 2012, mainly due to an increase in proceeds from bank loans and issuance of IDR denominated bonds, and was partially offset by the increase of payments of bank loans and cash dividends.
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DESCRIPTION OF MATERIAL INDEBTEDNESS The table below sets out a summary of the Group’s material indebtedness outstanding as at 31 December 2014.
Description of Indebtedness Term Loan
Term Loan
Continues Bonds I Phase I Year 2013 with Fixed Interest Rate
Borrower PT Duta Anggada Realty Tbk
PT Duta Anggada Realty Tbk
PT Duta Anggada Realty Tbk
Lender PT Bank International Indonesia Tbk
PT Bank QNB Kesawan Tbk
PT Bank Mega Tbk as Trustee
Original Principal Amount
Amount Outstanding (excluding transaction cost) as of FY 2014 Interest rate
Term / Maturity
(Rp. in billions)
(US$ in millions)
Rp. 80.0 12.75% billion (Term Loan II)
26 August 2017
Rp. 77.0
6.2
Rp. 335.0 10.50% billion (Term and Loan III) 10.52%
19 December 2018
Rp. 192.7 15.5 and and 9.3 Rp.115.3
Rp. 670.0 12.25% billion (Term Loan IV)
23 October 2020
Rp. 651.8 52.4
Rp. 102.8 billion
Bi rate + 5%
1 December 2021
Rp. 55.0
4.4
USD 8.75 million
Libor 3 months + 5.25%
1 December 2021
USD 8.75 million
8.8
Rp. 250.0 billion
12.25%
8 October 2018
Rp. 250.0 20.1
There has been no material change in the consolidated capitalisation and indebtedness of the Issuer since 31 December 2014. Under the various debt agreements, the Group is required to comply with certain conditions, including merger, sale of assets, dividend distribution and maintenance of certain financial covenants ratios.
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REGULATION Regulation on Land Titles Land rights provisions in Indonesia are principally regulated under the Law No. 5 of 1960 (the “Basic Agrarian Law”). The Basic Agrarian Law and its implementing regulations, including: (i) Government Regulation No. 24 of 1997 (the “GR on Land Registration”); and (ii) Government Regulation No. 40 of 1996 on Right to Cultivate or “HGU”, Right to Build or “HGB”, Right to Use or “Hak Pakai” provide various forms of land title and a registration system to protect the legal ownership upon the land. While Indonesia does not recognise the concept of freehold title, the Ownership Right or “Hak Milik” provides the closest form of right to the freehold title. The Hak Milik title is only available to Indonesian individuals and certain legal entities referred to in Government Regulation No. 38 of 1963, such as state-owned banks and religious or social organisations, and is not available to companies, including foreign investment and local companies and foreign individuals. HGB title is the highest title which can be obtained by a company incorporated or located in Indonesia. HGB titles can only be obtained by an Indonesia citizen, or by a legal entity which is incorporated under Indonesian law and domiciled in Indonesia including a foreign investment company. The holder of an HGB title has the right to use the land, to build, to own any buildings on the parcel of land and to transfer the HGB title on or encumber all or part of the land. HGB title is granted for a maximum initial term of 30 years. By application to the relevant local land office upon the expiration of this initial term, an HGB title may be extended for an additional term, not to exceed 20 years. The application for an extension must be made at the National Land Office no later than two years prior to the expiration of the initial term. Following the expiration of this additional term, an application for renewal may be made by the land owner and a new HGB title may be granted on the same land to the same owner following the satisfaction of certain requirements. The application for the new HGB title must be made no later than two years prior to the expiration of the additional term. Although, the National Land Office has discretion in regard to granting the various extensions, the National Land Office tends to grant extensions and renewals of HGB titles when there has been no change in the zoning policies of the government, abandonment or destruction of land, egregious breaches by the owners of the land of conditions under the existing HGB title or revocation of the HGB title due to public interest considerations. While both Hak Milik and HGB titles are not available for foreign individuals and foreign legal entities domiciled in Indonesia, the foreign individuals and foreign legal entities can apply for Hak Pakai title which is available for foreign individuals and foreign legal entities. The HGU title would be more relevant for cultivation/plantation businesses since it is used to cultivate land directly controlled by the State for a specified period of time for the purpose of agriculture, fisheries or farming. The Basic Agrarian Law also recognises a form of title based in Indonesian traditional law commonly referred to as the Girik or Hak Milik Adat (may have another name depending on the region) or Communal Right. A Communal Right title arises as a result of occupation or residence on land and payment of taxes and retributions with respect to the land, or by renouncement of right by the previous holder of the land covered by the Communal Right title. The Communal Right title is an unregistered form of title but may be evidenced by certificates registered in the books of the relevant local sub-district office. Such certificates include a brief description of the land and holder of the Communal Right title and provides details with respect to the payment of taxes and retributions with respect to the land. In 14 January 2012, the Government enacted Law No. 2 of 2012 on Land Procurement for Public Interest (“Land Procurement Law”) that introduces clear and expedited steps for the procurement of land for the public interest. The Land Procurement Law is expected to provide a more effective legal basis for public interest land procurement. Under the Land Procurement
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Law, the term “public interest” is defined as the interest of the Indonesian people, nation and community as manifested through the Government and used optimally for the welfare of all the people of Indonesia. In order to implement the Land Procurement Law, Presidential Regulation No. 71 of 2012 on Implementation of Land Procurement for Public Interest was enacted and came into force on 7 August 2012 (“Land Procurement Implementation Regulation”), revoking the previous implementation law namely Presidential Regulation No. 36 of 2005, as amended by Presidential Regulation No. 65 of 2006. The Land Procurement Implementation Regulation aims to ensure the smooth execution of development activities for public interest, for which the purpose is required, and is expected to provide more effective legal basis for public interest in land procurement. Under the Land Procurement Law, the Government and/or the regional government are given the task of ensuring the availability of land required for the public interest. The Land Procurement Law also clearly stipulates that a party who owns or otherwise controls the land procurement objects (which are defined as land, space under and above the land, buildings, plants, any object related to the land or other object which could be appraised, “Land Procurement Objects”) (the “Entitled Party”) is obliged to release its rights upon such Land Procurement Object for the purpose of public interest land procurement, following the provision of fair and reasonable compensation or a legally binding court decision. After such land is released, it becomes the property of the Government, the regional government or a state-owned enterprise, as the case may be. The Land Procurement Law specifically stipulates the development projects for public interest as follows: 1)
national defense and security;
2)
public road, toll road, tunnel, railway, train station, and train operating facilities;
3)
water embankment, reservoir, irrigation, drinking water channel, water disposal channel and sanitation and other water resource management construction;
4)
seaport, airport, and terminals;
5)
oil, gas, and geothermal infrastructure;
6)
power plant, power transmission, switch yard, power network and distribution;
7)
government telecommunication and informatics network;
8)
waste disposal and processing place;
9)
hospitals owned by the Government or regional government;
10) public safety facilities; 11) cemetery owned by the Government or regional government; 12) social facilities, public facilities and public open green space; 13) wild life and culture preservation area; 14) office area for the Government, regional government or sub-districts/villages; 15) structuring of urban slums area and/or land consolidation, and rented residential for low-income communities;
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16) education facilities or schools under the Government or regional government; 17) sport facilities owned by Government or regional government; and 18) public market and public car park. Initially, a government entity that plans to procure land for the public interest must have a public consultation with the parties related to the Land Procurement Objects, including any Entitled Party on the proposed development plan, until consensus is reached. In the event that no consensus can be reached or there occurs any objection on the proposed development plan, the Governor will establish a team to examine the reasons for the objections. Based on this, the Governor will decide whether the objections are valid. To the extent that such objections are denied, the Entitled Party may file a legal claim to the State Administrative Court, whose decision can thereafter be subject to final appeal at the Supreme Court. If by virtue of a legally binding court decision, the land has been approved to be procured for the public interest, then the National Land Agency shall appoint an independent appraisal team to determine the compensation value to be paid to the Entitled Party. To challenge the compensation value, if required, the Entitled Party may file a legal claim to a District Court and if required, the decision of the District Court can be filed for final appeal at the Supreme Court. Strata Title The development of multi-storey strata-title residential, retail and office buildings is regulated by Law No. 20 of 2011 on Multi-Storey House which was enacted on 10 November 2011 (“Law No. 20/2011”) which replaces the previous Law No. 16 of 1985 on Multi-Storey House. Law No. 20/2011 classifies several types of multi-storey house (“Strata Title Building”), namely (i) public Strata Title Building (rumah susun umum) provided for low income persons, (ii) special Strata Title Building (rumah susun khusus) provided for special needs, (iii) state Strata Title Building (rumah susun negara) which are owned and provided by the state for residential purposes and other support services for state officials, and (iv) commercial Strata Title Building (rumah susun komersial) for commercial purposes. The Government is responsible for the development of public Strata Title Building, special Strata Title Building and state Strata Title Building. Any party developing public Strata Title Building may receive aid from the Government. The development of public Strata Title Building and special Strata Title Building may be conducted by a non-profit institution or business entity. The development of commercial Strata Title Building may be conducted by any party. Under Law No. 20/2011, the developer of commercial Strata Title Building must provide public Strata Building with a floor area of at least 20% of the total floor area of its commercial Strata Title Building. Such public Strata Title Building may be located outside the premises of the commercial Strata Title Building but is required to be located within the same regency or city where the commercial Strata Title Building is located. A Strata Title Building may be constructed on a parcel of land where the developer has (i) right to own (Hak Milik) title to the land, (ii) right to build (HGB) title or a right to use (Hak Pakai) over state-owned land, and (iii) right to build (HGB) or a right to use (Hak Pakai) over right to manage land (Hak Pengelolaan). In addition, public Strata Title Building and/or special Strata Title Building can be constructed by utilizing the state or region-owned land (by way of lease or cooperation for the utilization) or utilization of donated land (wakaf) (by way of lease or cooperation for the utilization pursuant to ikrar wakaf). Only Strata Title Building that is constructed over right to use (Hak Pakai) land can be owned by foreign individuals. Foreign investment for the construction of Strata Title Building is permitted under Law No. 20/2011 provided that prevailing regulations in foreign investment sector are complied with.
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Pursuant to this law, the developer may market the Strata Title Building before the commencement of construction. However, prior to marketing the property, the developer is required to satisfy the following criteria: (i) the certainty of the space allotment; (ii) the certainty of the right over the land; (iii) the certainty of the status of the possession over the Strata Title Building; (iv) construction license; and (v) guarantee over the construction from the relevant surety institution. The developer may enter into a preliminary sale and purchase agreement with purchasers before a notary prior to completion of the Strata Title Building. The preliminary sale and purchase agreement can only be entered into if the ownership of the land is clear, the building construction permit has been obtained, and when the infrastructure, facilities and public utilities are available, the construction progress of the respective Strata Title Building have reached at least 20% of the total construction and the object of the agreement is clear. In the event the Strata Building is built over a right to build (HGB) title, a right to use (Hak Pakai) title over right to manage land (Hak Pengelolaan), the developer shall settle the ownership title of such land prior to the sale and purchase of the Strata Building units. Pursuant to this law, all required implementing regulations shall be issued within one year from the enactment date of this law. Until such implementing regulations are issued, the prevailing implementing regulations shall remain in effect, as long as the provisions therein do not contradict with the provisions under this law. One of the implementing regulations of Law No. 20/2011 that has been issued by the Minister of Public Housing is set out in the Minister of Public Housing Regulation No. 10 of 2012 as amended by Minister of Public Housing Regulation No. 7 of 2013 on the Implementation of Housing and Settlement Areas with Balanced Housing, dated 30 October 2013 (“Minister Regulation No. 10 of 2012”). Minister Regulation No. 10 of 2012 affirmed the obligation of the developer of commercial Strata Title Building to provide public Strata Building with a floor area of at least 20% of the total floor area of its commercial Strata Title Building. According to Minister Regulation No. 10 of 2012, such public Strata Title Building may be located outside the premises of the commercial Strata Title Building but is required to be located within the same regency or city where the commercial Strata Title Building is located, except for Jakarta area where such public Strata Title Building may be located in different city from where the commercial Strata Title Building is located but should still within the Jakarta province area. Violation of the aforementioned obligation may subject the developer to imprisonment of up to two years or a fine of up to Rp. 20 billion. Regulation on Land Acquisition and Development Under the Minister of Agrarian Affairs/Head of National Land Office Decree No. 2 of 1999, a company is required to obtain a location permit to acquire a land parcel for non-agricultural business with area exceeding 10,000 square metres (“Location Permit”). The procedure for obtaining a Location Permit may vary depending on the relevant region where the lands parcel to be acquired is located. The term of a Location Permit ranges from one to three years, depending on the area granted in the Location Permit and is extendable for another year upon approval from the relevant authorities provided that at least 50% of the total area being applied for has been acquired. After obtaining the Location Permit, the Issuer can then commence the land acquisition process. In order to acquire the land, the Issuer obtaining the Location Permit is still required to negotiate with the individual landowners whose land is located within the area prescribed in the Location Permit. After the process of acquisition and the settlement of rights over the land with the previous land owners are completed, the holder of the Location Permit may apply for, and be granted with, the relevant rights of land.
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Under the Regulation of the State Minister for Agrarian Affairs/Head of National Land Agency No. 9 of 1999, in order for a company to acquire a HGB title to land being purchased from a holder of a Communal Right, the Issuer must make an application to the relevant land office together with a renouncement of right by the holder of the Communal Right title. The Issuer may then sell the land as developed or serviced land lots. Regulation on the Development and Use of Land Following the acquisition of land and prior to construction, a developer must obtain an environmental impact analysis for the proposed project. Based on Ministry of Environment Regulation No. 5 of 2012 dated 12 April 2012, on Type of Business Plan and/or Activity which requires an Environmental Impact Assessment (Analisa Mengenai Dampak Lingkungan or “AMDAL”), any business and/or activity that may cause significant environmental impacts must obtain an AMDAL, including, among others (a) any business activity within residential properties in (i) metropolitan cities occupying 25 hectares or more of land; (ii) large scale cities occupying 50 hectares or more of land; (iii) medium and small scale cities occupying 100 hectares or more of land; (iv) for transmigration settlement purposes of 2,000 square meters or more and (b) the construction of a building for multisectoral purposes which occupies 5 hectares or more of land or has a building area of 10,000 square meters or more. Thereafter, the developer will typically apply for a Land Use Allocation Permit (Izin Penggunaan Peruntukkan Tanah or “IPPT”). The thresholds and the requirements related to the IPPT are varied depend on the regional regulations where the land plots are located. If the Issuer wishes to construct a building upon the land, the Issuer (or contractor responsible for the construction) must obtain a building construction permit or Izin Mendirikan Bangunan (“IMB”) from the regional government. After the IMB is received, development and construction may commence, including clearing and preparing land, and constructing infrastructure such as drainage systems, roads, landscaping, street lighting, electricity and telephone cables. If construction is conducted in various phases, an IMB must be obtained for each phase of construction. Once the building has been constructed, the Issuer shall then apply for a certificate to evidence the building construction feasibility from the regional government. The development of residential properties must also comply with regulatory requirements relating to the provisions of social facilities benefiting the community, including schools, sport facilities, house of worship, markets, parks and playgrounds. On 22 January 2010, the Government of Indonesia issued Government Regulation No. 11 of 2010 (“GR 11/2010”) on the Administration and Utilization of Unused Land (Penertiban dan Pendayagunaan Tanah Terlantar). Under GR 11/2010, the Government may revoke Hak Milik, HGU, HGB, Hak Pakai or Hak Pengelolaan title and reclaim land without compensation if the land has not been used for a period of three years from the issuance of the relevant title. However, unintentionally unused land registered as Hak Milik or HGB are exempted from GR 11/2010. Before any land is declared unused, the Head of Regional Land Office will prepare an indicative list of unused land, which will be examined by a committee which is set up by the Head of Regional Land Office. Such investigation will commence (i) three years after the issuance of the respective land certificates; or (ii) on the expiry date of the document of the basis of repossession over the land. In the event that such examination results in a conclusion that the land is unused, the land office will issue three warning letters, each having a one-month period in between, and the owner of the land will be given a certain period of time to rectify the situation. Failure to rectify will lead to the Head of Regional Land Office declaring the land as unused land, terminating the land rights and the legal relations of the owner or controller with such land, and declaring that such area of land is under the direct control of the Government. As GR 11/2010 does not provide for any period of time to which it applies, GR 11/2010 is applicable to land acquired prior to its enactment.
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Regulation of Industrial Estates Law No. 3 of 2014 on Industrial dated 15 January 2014 (“Law 3/2014”) provides that any industrial companies must operate their industrial activities within the industrial area. The exceptions to this provision are only applied for: (i) small and medium industries which have no potential to create environmental pollution; and (ii) specific industries that use special raw materials and/or which production process requires specific location. The industrial areas are developed by industrial estate companies having an Industrial Estate Business Licence issued by the Minister of Industrial Affairs or any authorised bodies appointed by the Minister of Industrial Affairs. The implementing regulations of Law 3/2014, however, are still based on the implementing regulations to the previous industrial law prior to Law 3/2014, i.e. Law No. 5 of 1984, which are still valid in the absence of new implementing regulations to Law 3/2014. The implementing regulations are, among others: (i) Government Regulation No. 24 of 2009 on Industrial Estate (“GR 24/2009”); (ii) Minister of Agrarian Affairs/Head of National Land Office Regulation No. 2 of 1997 on Location Permit and HGB for Industrial Estate Companies and Industrial Companies; and (iii) Minister of Industrial Affairs Regulation No. 05/M-IND/PER/2/2014 on Procedures of Issuance of Industrial Estate Business Licence and its Expansion. An industrial estate company can be granted a HGB for the land plots acquired. This HGB is granted for a minimum period of 20 years and a maximum period of 30 years and is furnished with an approval for its extension. This HGB can also be split into several HGBs with a smaller area so that the industrial estate companies can sell the smaller land plots to the industrial companies. Regulation on Environment Environmental protection in Indonesia is governed by various laws, regulations, and decrees, including Law No. 32 of 2009 on Environmental Protection and Management (“Law 32/2009”), which was enacted on 3 October 2009 and Government Regulation No. 28 of 2012 on Environmental Licenses (“GR 27/2012”). Law 32/2009 in conjunction with GR 27/2012 stipulates that all business sectors that are required to obtain an Environmental Impact Analysis (Analisis Mengenai Dampak Lingkungan or “AMDAL”) or an Environment Management Effort and Environment Monitoring Effort (Upaya Pengelolaan Lingkungan Hidup dan Upaya Pemantauan Lingkungan Hidup or “UKL/UPL”) shall obtain an Environmental License, which are issued by the State Minister of Environment, Governor, or Mayor/Regent (in accordance with their respective authorities). Such Environmental Licenses are issued based on an environmental feasibility study or a UKL/UPL recommendation. An environmental license is a pre-requisite for companies obtaining their operational business license. Law No. 32/2009 stipulates that within two years after its enactment date, all businesses that have obtained business licenses but do not yet have an AMDAL document or UKL/UPL are obligated to either complete an environmental audit, if they need an AMDAL, or to have an environment management document, if they need a UKL/UPL. Furthermore, Law No. 32/2009 requires businesses to integrate their current environmental permits (AMDAL or UKL/UPL documents) issued by either the minister, governor or major, into an Environmental License by the first anniversary of the enactment date. Businesses that fail to comply are subject to criminal and administrative sanctions, which may be in the form of (i) a written warning; (ii) government action; (iii) suspension of the environmental license; or (iv) revocation of the environmental license. The type of businesses and activities that are required to obtain AMDAL is stipulated under the Minister of Environment Regulation No. 5 of 2012 on Type of Business Plan and/or Activity which requires AMDAL. In general, the AMDAL is required for any businesses and/or activities that likely to cause significant environmental impact. The industrial estate business is also subject to this regulation as well and is required to obtain AMDAL.
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Regulation on the Provision of Accommodation Services According to Law No. 10 of 2009 dated 16 January 2009 on Tourism (“Tourism Law”), the provision of accommodation services shall be included as part of tourism business which need to be registered with the central government or the regional government (in accordance with their respective authorities). Pursuant to the Minister of Culture and Tourism Regulation No. PM.86/HK.501/MKP/2010 dated 16 November 2010 on Registration of Provision of Accommodation Services, the registration of accommodation business must be done to the Regent or Major at the place where the accommodation business is located or if the accommodation business is located within Jakarta area, to the Governor. As evidence of such registration, a Tourism Business Registration Mark (Tanda Daftar Usaha Pariwisata or “TDUP”) will be issued. Failure to comply with this obligation can lead to administrative sanction in the form of (a) a written warning; (b) limitation of business activity; or (c) suspension of business activity. Detail of registration procedures for the tourism business shall be further regulated by each city or regent. For instance, under the Provincial Regulation of the Capital City of Jakarta Region No. 133 of 2012 dated 26 September 2012 on Tourism Business Registration, prior to the issuance of TDUP, the Governor of Capital City of Jakarta Region will issue a so-called temporary TDUP which will be used as a basis to submit various supporting licenses to start the construction of the accommodation facility (such as the IPPT, IMB and Nuisance Permit). This temporary TDUP will then also be used as a basis for the issuance of TDUP. According to this regulation, services apartment is classified as part of accommodation services along with hotel (either with stars or non-stars), motel, cottage, tourism resort, camping site, etc. Pursuant to the Minister of Tourism and Economic Creative Regulation No. PM.53/HM.001/MPEK/2013 as amended by Regulation No. 6 of 2014 dated 26 June 2014 on Hotel Business Standard, every hotel business (which includes both stars grade and non-stars grade) must also obtain a Hotel Business Certificate that is issued by a certification institution in the field of tourism evidencing that the business meets the hotel business standard in Indonesia. Regulation on Shopping Centre The operations of shopping centre in Indonesia shall follow the provisions of Minister of Trade Regulation No. 70/M-DAG/PER/12/2013 dated 12 December 2013 on the Guidelines in Administrating and Developing Traditional Market, Shopping Centre and Modern Stores (“MOT Regulation No. 70/2013”). According to MOT Regulation No. 70/2013, in order to be able to manage a shopping centre, the company must obtain the so-called Shopping Centre Business License (Izin Usaha Pusat Perbelanjaan or “IUPP”) which will be issued by the Regent/Major where the shopping centre is located. If the shopping centre is located within Jakarta area, the IUPP will be issued by the Governor. In 2011, the Governor of Capital City of Jakarta has issued a moratorium on the construction of new shopping centres in Jakarta area, and to date, the said moratorium is still being applied. Regulation of Land as Security for Financing Law No. 4 of 1996 on Hak Tanggungan (Security Right on Land and Land Related Objects) provides that a company may encumber its title of land including the HGB title to secure obligations to creditors. A Hak Tanggungan may be granted over “immovable” property, including land, buildings erected therein, plants and fixtures, which provides preferential rights over the land and property to the relevant creditor and is similar to a common law mortgage.
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Under Indonesian law, a mortgage (i) gives a preferential right to its holder (ii) attaches to the secured object, regardless of the identity of the possessor of the object and (iii) fulfils the principles of specialty and publicity in order to bind third parties and provides legal enforceability to the holder of the mortgage. The procedure for creation of a security right (Hak Tanggungan) over land requires firstly, the execution of an authenticated Deed of Grant of Security Right (Akta Pemberian Hak Tanggungan) (made in the Indonesian language) before a Land Deed Officer and secondly, registration of the Deed of Grant of Security Right at the District Land Registration Office (“Land Office”) where the land is located. The security right (Hak Tanggungan) will only be effective upon the registration of the security rights in the land book by the Land Office. A Certificate of Security Rights (Sertipikat Hak Tanggungan) will be issued by the Land Office reflecting the lender as the secured party over the land. Security rights can be granted in ranks, where the first rank holder is the highest security rights holder. Regulation of Money Laundering On 22 October 2010, the Government enacted Law No. 8 of 2010 on the Prevention and Eradication of Money Laundering Criminal Crime (“Law No. 8/2010”). This law regulates among others, the types of transactions which are required to be reported to the Indonesian Financial Transaction Reports and Analysis Centre (Pusat Pelaporan dan Analisa Transaksi Keuangan) (“PPATK”) and the entities responsible to report such transactions. Under this law, a property developer (the “Reporting Party”) is also one of the entities that is responsible to submit such report. Under Law No. 8/2010, the Reporting Party is required to report to PPATK any transaction entered into with its customers having a minimum amount of Rp. 500 million, or an equivalent value in other currencies either in one transaction and several transactions in one business day, no later than 14 business days after the transaction is conducted (the “Reporting Obligation”). Failure to submit the report may subject the Reporting Party to administrative sanction(s) which will be imposed by the Supervisory and Regulatory Body (Lembaga Pengawas dan Pengatur) in the form of a warning letter, public announcement on the action or sanction and/or an administrative penalty. Law No. 8/2010 also provides protection to the Reporting Party and/or the witness with regard to its report and/or testimony such that the Reporting Party and/or the witness shall be free from any civil or criminal claim, unless the Reporting Party provides a false testimony while under oath. Further, Law No. 8/2010 stipulates that as long as the Supervisory and Regulatory Body has not been established, the PPATK is authorised to give the administrative sanctions. The Reporting Obligation shall take effect two years after Law No. 8/2010 is enacted, which will be on 22 October 2012. To implement the reporting obligation, PPATK has issued Regulation of PPATK Head No. PER-12/1.02.01/PPATK/09/11 dated 19 September 2011 regarding Transaction Reporting Procedures for Providers of Goods and/or Other Services (“PPATK Regulation 12/2011”) and Regulation of PPATK Head No. PER-10/1.02.1/PPATK, dated 19 September 2011 regarding the implementation of Know Your Service Consumers Principles for Providers of Goods and/or Other Services (“PPATK Regulation 10/2011”) which particularly apply to providers of goods and/or services, among others, including developer companies. Under PPATK Regulation 10/2011, developer companies that carry out transactions with a minimum value of Rp. 100,000,000 must implement the Know Your Service Consumers principles in its business activities. Furthermore, pursuant to PPATK Regulation 12/2011, transactions with a minimum value of Rp. 500,000,000 or equivalent in foreign currency shall be reported to PPATK and failure to so report shall be penalised with administrative sanction.
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Changes to Financial Services Authority (OJK) On 22 November 2011, with the enactment of Law No. 21 of 2011 regarding Financial Services Authority (“OJK Law”), Indonesia has effectively created a new integrated and independent financial authority called the Financial Services Authority or Otoritas Jasa Keuangan. By the authority given under the OJK Law, OJK has taken over the supervision and regulation of capital markets, insurance, pension funds, multi finance companies and other financial service companies from Bapepam-LK from 31 December 2012 and has taken over the supervision and regulation of banks from Bank Indonesia from 31 December 2013. OJK Law stipulates that all existing licences, approvals, and decisions issued before the transfer of duties and authorities of Bapepam-LK to OJK will continue to be valid, while applications for licences and approvals and other decisions made or outstanding after 31 December 2012 will be processed by OJK.
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PURPOSE OF THE MTN PROGRAMME AND USE OF PROCEEDS The net proceeds arising from the issue of the Notes under the MTN Programme (after deducting issue expenses) will be used for general corporate purposes, including refinancing of existing borrowings and financing capital expenditure and general working capital of the Group or as otherwise specified in the pricing supplement.
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CLEARING AND SETTLEMENT Clearance and Settlement under the Depository System In respect of Notes which are accepted for clearance by CDP in Singapore, clearance will be effected through an electronic book-entry clearance and settlement system for the trading of debt securities (“Depository System”) maintained by CDP. Notes that are to be listed on the SGX-ST may be cleared through CDP. CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organisation. CDP holds securities for its accountholders and facilitates the clearance and settlement of securities transactions between accountholders through electronic book-entry changes in the securities accounts maintained by such accountholders with CDP. In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held by CDP in the form of a Global Note for persons holding the Notes in securities accounts with CDP (“Depositors”). Delivery and transfer of Notes between Depositors is by electronic book-entries in the records of CDP only, as reflected in the securities accounts of Depositors. Although CDP encourages settlement on the third Business Day following the trade date of debt securities, market participants may mutually agree on a different settlement period if necessary. Settlement of over-the-counter trades in the Notes through the Depository System may only be effected through certain corporate depositors (“Depository Agents”) approved by CDP under the Companies Act to maintain securities sub-accounts and to hold the Notes in such securities sub-accounts for themselves and their clients. Accordingly, Notes for which trade settlement is to be effected through the Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding the Notes in direct securities accounts with CDP, and who wish to trade Notes through the Depository System, must transfer the Notes to be traded from such direct securities accounts to a securities sub-account with a Depository Agent for trade settlement. CDP is not involved in money settlement between Depository Agents (or any other persons) as CDP is not a counterparty in the settlement of trades of debt securities. However, CDP will make payment of interest and repayment of principal on behalf of issuers of debt securities. Although CDP has established procedures to facilitate transfer of interests in the Notes in global form among Depositors, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Paying Agents or any other agent will have the responsibility for the performance by CDP of its obligations under the rules and procedures governing its operations. Clearance and Settlement under Euroclear and/or Clearstream, Luxembourg Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants, thereby eliminating the need for physical movements of certificates and any risks from lack of simultaneous transfer. Euroclear and Clearstream, Luxembourg provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg each also deals with domestic securities markets in several countries through established depository and custodial relationships. The respective systems of Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems which enables their respective participants to settle trades with one another.
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Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream, Luxembourg is also available to other financial institutions, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly. A participant’s overall contractual relations with either Euroclear or Clearstream, Luxembourg are governed by the respective rules and operating procedures of Euroclear or Clearstream, Luxembourg and any applicable laws. Both Euroclear and Clearstream, Luxembourg act under those rules and operating procedures only on behalf of their respective participants, and have no record of, or relationship with, persons holding any interests through their respective participants. Distributions of principal with respect to book-entry interests in the Notes held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the relevant Paying Agent, to the cash accounts of the relevant Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules and procedures.
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TAXATION The statements below are general in nature and are based on certain aspects of current tax laws in Singapore and Indonesia and (in the case of Singapore) administrative guidelines issued by the IRAS and MAS in force as at the date of this Information Memorandum and are subject to any changes in such laws or administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date, which changes could be made on a retroactive basis. These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. Neither these statements nor any other statements in this Information Memorandum are intended or are to be regarded as advice on the tax position of any holder of the Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. The statements made herein do not purport to be a comprehensive or exhaustive description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or financial institutions in Singapore which have been granted the relevant Financial Sector Incentive tax incentive(s)) may be subject to special rules or tax rates. It should not be regarded as advice on the tax position of any person and should be treated with appropriate caution. Prospective Noteholders are advised to consult their own professional tax advisers as to the Singapore, Indonesia or other tax consequences of the acquisition, ownership or disposal of the Notes, including the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that neither the Issuer, the Arranger nor any other persons involved in the MTN Programme accept responsibility for any tax effects or liabilities resulting from the subscription, purchase, holding or disposal of the Notes. Singapore Taxation 1.
Interest and other payments
Interest, discount income, “prepayment fee”, “redemption premium” and “break cost” (references in this tax disclosure to the terms in quotation marks as defined in the ITA) derived by a holder of the Notes who is not resident in Singapore and who does not have any permanent establishment in Singapore is not subject to tax, as assuming that the Issuer is issuing the Notes outside Singapore and not through a branch or otherwise in Singapore, such income is likely to be regarded as arising from a source outside Singapore. If, however, such income should be regarded as being sourced in Singapore, they can nonetheless be exempt from tax, including withholding of tax, if the Notes qualify as “qualifying debt securities” for the purposes of the ITA as discussed below. Subject to the following paragraphs in this Singapore Taxation disclosure, under Section 12(6) of the ITA, the following payments are deemed to be derived from Singapore: (a)
any interest, commission, fee or any other payment in connection with any loan or indebtedness or with any arrangement, management, guarantee, or service relating to any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in Singapore (except in respect of any business carried on outside Singapore through a permanent establishment outside Singapore or any immovable property situated outside Singapore) or (ii) deductible against any income accruing in or derived from Singapore; or
(b)
any income derived from loans where the funds provided by such loans are brought into or used in Singapore.
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Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax purposes, are generally subject to withholding tax in Singapore. The rate at which tax is to be withheld for such payments (other than those subject to the 15% final withholding tax described below) to non-resident persons (other than non-resident individuals) is 17% with effect from Year of Assessment 2010. The applicable rate for non-resident individuals is 20%. However, if the payment is derived by a person not resident in Singapore otherwise than from any trade, business, profession or vocation carried on or exercised by such person in Singapore and is not effectively connected with any permanent establishment in Singapore of that person, the payment is subject to a final withholding tax of 15%. The rate of 15% may be reduced by applicable tax treaties. With effect from 29 December 2009, the said deeming provisions of Section 12(6) of the ITA shall not apply to any payment for — (a)
any arrangement, management or service relating to any loan or indebtedness, where such arrangement, management or service is performed outside Singapore for or on behalf of a person resident in Singapore or a permanent establishment in Singapore by a non-resident person who — (i)
in the event the non-resident person is not an individual, is not incorporated, formed or registered in Singapore; and
(ii)
in any event — (A) does not by himself or in association with others, carry on a business in Singapore and does not have a permanent establishment in Singapore; or (B) carries on a business in Singapore (by himself or in association with others) or has a permanent establishment in Singapore, but the arrangement, management or service is not performed through that business carried on in Singapore or that permanent establishment; and
(b)
any guarantee relating to any loan or indebtedness, where the guarantee is provided for or on behalf of a person resident in Singapore or a permanent establishment in Singapore by a guarantor who is a non-resident person who — (i)
in the event the non-resident person is not an individual, is not incorporated, formed or registered in Singapore; and
(ii)
in any event — (A) does not by himself or in association with others, carry on a business in Singapore and does not have a permanent establishment in Singapore; or (B) carries on a business in Singapore (by himself or in association with others) or has a permanent establishment in Singapore, but the giving of the guarantee is not effectively connected with that business carried on in Singapore or that permanent establishment.
Certain Singapore-sourced investment income instruments is exempt from tax, including:
derived
by
individuals
from
financial
(a)
interest from debt securities derived on or after 1 January 2004;
(b)
discount income (not including discount income arising from secondary trading) from debt securities derived on or after 17 February 2006; and
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(c)
prepayment fee, redemption premium or break cost from debt securities derived on or after 15 February 2007,
except where such income is derived through a partnership in Singapore or is derived from the carrying on of a trade, business or profession in Singapore. References to “break cost”, “prepayment fee” and “redemption premium” in this Singapore tax disclosure have the same meaning as defined in the ITA. The terms “break cost”, “prepayment fee” and “redemption premium” are defined in the ITA as follows: ”break cost” means, in relation to debt securities, qualifying debt securities or qualifying project debt securities, any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by any loss or liability incurred by the holder of the securities in connection with such redemption; ”prepayment fee” means, in relation to debt securities, qualifying debt securities or qualifying project debt securities, any fee payable by the issuer of the securities on the early redemption of the securities, the amount of which is determined by the terms of the issuance of the securities; and ”redemption premium” means, in relation to debt securities, qualifying debt securities or qualifying project debt securities, any premium payable by the issuer of the securities on the redemption of the securities upon their maturity. As the MTN Programme is wholly arranged by Credit Suisse (Singapore) Limited which is a financial sector incentive (standard tier) company (as defined in the ITA), any Tranche of the Notes issued as debt securities under the MTN Programme during the period from the date of this Information Memorandum to 31 December 2018 (the “Relevant Notes”) would be “qualifying debt securities” for the purposes of the ITA, to which the following treatments shall apply: (a)
subject to certain prescribed conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the Comptroller of Income Tax in Singapore (the “Comptroller”) may direct, of a return on debt securities for the Relevant Notes within such period as the Comptroller may specify and such other particulars in connection with the Relevant Notes as the Comptroller may require to the MAS and the inclusion by the Issuer in all offering documents relating to the Relevant Notes of a statement to the effect that where interest, discount income, prepayment fee, redemption premium or break cost from the Relevant Notes is derived by a person who is not resident in Singapore and who carries on any operation in Singapore through a permanent establishment in Singapore, the tax exemption for qualifying debt securities shall not apply if the non-resident person acquires the Relevant Notes using funds from that person’s operations through the Singapore permanent establishment), interest, discount income (not including discount income arising from secondary trading), prepayment fee, redemption premium and break cost (collectively, the “Specified Income”) from the Relevant Notes paid by the Issuer and derived by a holder who is not resident in Singapore and (i) who does not have any permanent establishment in Singapore or (ii) carries on any operation in Singapore through a permanent establishment in Singapore but the funds used by that person to acquire the Relevant Notes are not obtained from such operation in Singapore, are exempt from Singapore tax;
(b)
subject to certain conditions having been fulfilled (including the furnishing by the Issuer, or such other person as the Comptroller may direct, of a return on debt securities for the Relevant Notes within such period as the Comptroller may specify and such other
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particulars in connection with the Relevant Notes as the Comptroller may require to the MAS), Specified Income from the Relevant Notes paid by the Issuer and derived by any company or body of persons (as defined in the ITA) in Singapore is generally subject to tax at a concessionary rate of 10%; and (c)
subject to: (i)
the Issuer including in all offering documents relating to the Relevant Notes a statement to the effect that any person whose interest, discount income, prepayment fee, redemption premium or break cost (i.e. the Specified Income) derived from the Relevant Notes is not exempt from tax shall include such income in a return of income made under the ITA; and
(ii)
the Issuer, or such other person as the Comptroller may direct, furnishing to the MAS a return on debt securities for the Relevant Notes within such period as the Comptroller may specify and such other particulars in connection with the Relevant Notes as the Comptroller may require,
payments of Specified Income derived from the Relevant Notes are not subject to withholding of tax by the Issuer. However, notwithstanding the foregoing: (a)
if during the primary launch of any Tranche of Relevant Notes, the Relevant Notes of such Tranche are issued to fewer than four (4) persons and 50% or more of the issue of such Relevant Notes is beneficially held or funded, directly or indirectly, by a related party or related parties of the Issuer, such Relevant Notes would not qualify as “qualifying debt securities”; and
(b)
even though a Tranche of Relevant Notes are “qualifying debt securities”, if, at any time during the tenure of such Tranche of Relevant Notes, 50% or more of the issue of such Relevant Notes which are outstanding at any time during the life of their issue is beneficially held or funded, directly or indirectly, by any related party(ies) of the Issuer, Specified Income derived from such Relevant Notes held by: (i)
any related party of the Issuer; or
(ii)
any other person who acquires such Relevant Notes with funds obtained, directly or indirectly, from any related party of the Issuer,
shall not be eligible for the tax exemption or concessionary rate of tax as described above. The term “related party”, in relation to a person, means any other person who, directly or indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he and that other person, directly or indirectly, are under the control of a common person. Notwithstanding that the Issuer is permitted to make payments of Specified Income in respect of the Relevant Notes without deduction or withholding for tax under Section 45 or Section 45A of the ITA, any person whose Specified Income (whether it is interest, discount income, prepayment fee, redemption premium or break cost) derived from the Relevant Notes is not exempt from tax is required to include such income in a return of income made under the ITA. Under the Qualifying Debt Securities Plus Scheme (“QDS Plus Scheme”), subject to certain conditions having been fulfilled (including the furnishing by the Issuer or such other person as the Comptroller may direct, of a return on debt securities in respect of the qualifying debt
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securities within such period as the Comptroller may specify and such other particulars in connection with the qualifying debt securities as the Comptroller may require to the MAS), income tax exemption is granted on Specified Income derived by any investor from qualifying debt securities (excluding Singapore Government Securities) which: (a)
are issued during the period from 16 February 2008 to 31 December 2018;
(b)
have an original maturity date of not less than 10 years;
(c)
either —
(d)
(i)
if they are issued before 28 June 2013, cannot be redeemed, called, exchanged or converted within 10 years from the date of their issue; or
(ii)
if they are issued on or after 28 June 2013, cannot have their tenure shortened to less than 10 years from the date of their issue, except under such circumstances as may be prescribed by regulations; and
cannot be re-opened with a resulting tenure of less than 10 years to the original maturity date.
In addition, the tax exemption on Specified Income from qualifying debt securities under the QDS Plus Scheme will not apply to any Specified Income derived from qualifying debt securities issued on or after 28 June 2013 that is derived on or after the date on which the tenure of any portion of those qualifying debt securities is shortened to less than 10 years from the date of their issue, where the shortening of the tenure occurs under such circumstances as may be prescribed by regulations. The MAS has also released a circular FSD Cir 02/2013 entitled “Extension and Refinement of Tax Concessions for Promoting the Debt Market” dated 28 June 2013 providing details in respect of the refinement of the QDS Plus Scheme to allow debt securities with certain standard early termination clauses to qualify for the QDS Plus Scheme at the point of issuance. Examples of standard early termination clauses include clauses which provide for early termination due to a taxation event, default event, change of control event, change of shareholding event or change in listing status of an issuer. Subsequently, should the debt securities be redeemed prematurely due to standard early termination clauses (i.e. before the 10th year), the income tax exemption granted to income exempt under the QDS Plus Scheme prior to redemption will not be clawed back. Instead, the QDS Plus status of the debt securities will be revoked prospectively for outstanding debt securities, if any. The outstanding debt securities may still enjoy tax benefits under the qualifying debt securities scheme if the other conditions for qualifying debt securities continue to be met. Debt securities with embedded options with economic value (such as call, put, conversion or exchange options which can be triggered at specified prices or dates and are built into the bond’s pricing at the onset) which can be exercised within 10 years from the date of issuance will continue to be excluded from the QDS Plus Scheme. This refinement of the QDS Plus Scheme will take effect for debt securities that are issued on or after 28 June 2013. In determining an investor’s income that is to be exempted from tax under the QDS Plus Scheme, prescribed conditions apply in relation to how the investor’s losses, expenses and capital allowances which are attributable to the exempt income are to be treated. However, even if a Tranche of the Relevant Notes are “qualifying debt securities” which qualify under the QDS Plus Scheme, if, at any time during the tenure of such Tranche of Relevant Notes, 50% or more of the issue of such Relevant Notes which are outstanding at any time during the life of their issue is beneficially held or funded, directly or indirectly, by any related party(ies) of the Issuer, Specified Income from such Relevant Notes derived by:
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(a)
any related party of the Issuer; or
(b)
any other person where the funds used by such person to acquire such Relevant Notes are obtained, directly or indirectly, from any related party of the Issuer,
shall not be eligible for the tax exemption under the QDS Plus Scheme as described above. 2.
Capital Gains
Any gains considered to be in the nature of capital made from the sale of the Relevant Notes will not be taxable in Singapore. However, any gains derived by any person from the sale of the Relevant Notes which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered revenue in nature. Noteholders who adopt or are adopting Singapore Financial Reporting Standard 39 — Financial Instruments: Recognition and Measurement (“FRS 39”), may for Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the nature of capital) on the Relevant Notes, irrespective of disposal, in accordance with FRS 39. Please see the section below on “Adoption of FRS 39 treatment for Singapore income tax purposes”. 3.
Adoption of FRS 39 treatment for Singapore income tax purposes
The IRAS has issued a circular entitled “Income Tax Implications Arising from the Adoption of FRS 39 - Financial Instruments: Recognition & Measurement” (the “FRS 39 Circular”). Legislative amendments to give effect to the tax treatment set out in the FRS 39 Circular have been enacted in Section 34A of the ITA. The FRS 39 Circular and Section 34A of the ITA generally apply, subject to certain “opt-out” provisions, to taxpayers who are required to comply with FRS 39 for financial reporting purposes. Noteholders who may be subject to the tax treatment under the FRS 39 Circular and Section 34A of the ITA should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding or disposal of the Relevant Notes. 4.
Estate Duty
Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February 2008. Indonesian Taxation The following is a summary of the principal Indonesian tax consequences relevant to prospective holders of the Notes based on Indonesian tax laws and their implementing regulations in force as of the date of this Information Memorandum. The summary does not address any laws other than the tax laws of the Republic of Indonesia. The summary represents a general guide only. The summary does not constitute tax advice and should not be relied upon by individual or corporate Noteholders. Prospective investors in all jurisdictions are advised to consult their own tax advisors as to other tax consequences of the acquisition, ownership and disposition of the Notes.
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1.
General Permanent establishment, resident taxpayers, individual or corporate, are subject to income tax in Indonesia on a worldwide income basis. Generally, an individual is considered to be a non-resident of Indonesia if the individual does not reside in Indonesia or does not stay in Indonesia for more than 183 days within a 12 month period or is not present in Indonesia during a tax year with the intention of residing in Indonesia. A company will be considered a non-resident of Indonesia if the company is not established or domiciled in Indonesia. In determining the tax residency, or existence of a permanent establishment, of an individual or a company, and allocation of the right to tax income between the two countries, consideration will also be given to the provisions of any applicable tax treaty which Indonesia has concluded with other countries. In this section, both a non-resident individual and a non-resident company with no permanent establishment in Indonesia will be referred to as “non-resident taxpayer(s)” unless the context states otherwise. Subject to the provisions of any applicable agreement for the avoidance of double taxation (“tax treaty”), non-resident taxpayers, which derive income sourced in Indonesia from, among other things: •
the sale of certain assets situated in Indonesia;
•
services performed in or outside Indonesia;
•
interest, or payments in the nature of interest, such as premiums; and
•
royalties or dividends,
are generally subject to a final withholding tax on that income at the rate of 20%, so long as the income is not effectively connected with a permanent establishment of such individuals or corporations in Indonesia. If the income is effectively connected with a permanent establishment in Indonesia, such income shall be regarded as income earned by the permanent establishment. Income earned by the permanent establishment is subject to the income tax rate applied to income earned by an Indonesian corporate tax resident, which is 25%, and a branch profit tax of 20% will be imposed on the net profit after income tax. Such branch profit tax may be reduced by an applicable tax treaty and/or waived if certain requirements are met. 2.
Taxation on Interest Repayments of principal of the Notes by the Issuer are not subject to Indonesian tax. Under Government Regulation No. 16/2009, which took effect on 1 January 2009 (“Tax Regulation No. 16”) as the latest amended by Government Regulation No. 100/2013 which took effect on 31 December 2013 (“Tax Regulation No. 100”), any amount due by the Issuer attributable to interest or premium or discount (which in general are also treated as interest) payable on the Notes will be subject to a final withholding tax in Indonesia. The statutory withholding tax rate on interest due by the Issuer to a non-resident taxpayer is 20%. The 20% rate could be reduced under an applicable tax treaty. For example, under the U.S. - Indonesia tax treaty, the rate is generally reduced to 10% where the interest is not effectively connected to a permanent establishment in Indonesia and the recipient is the beneficial owner of the interest. Application of the reduced withholding tax
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rate under a tax treaty to a non-resident taxpayer who resides in the tax treaty country is subject to satisfying the eligibility and reporting requirements for the relevant tax treaty and domestic tax regulations. See “Beneficial Owner”, “Application of Tax Treaties under Indonesian Tax Regulations”, “Certificate of Domicile (COD)”. Generally, a final tax rate of 15% would apply to interest due to a resident taxpayer or permanent establishment (other than a Pension Fund tax payer, Indonesian bank or branch of foreign bank in Indonesia, in which case such entity is exempt from withholding tax). Further, a tax rate of 5% is available for interest received by a mutual fund tax payer for year 2014 until year 2020, and tax rate of 10% for year 2021 onwards, provided that the mutual fund is registered at the Indonesia Capital Market and Financial Institution Supervisory Board. To the extent that the Issuer is required to pay additional amounts or any excess of the principal, these amounts will be subject to withholding tax in the manner described above. 3.
Taxation on Sale or Disposition of Notes Under Tax Regulation No. 100, gain from disposal of Notes is subject to a final withholding tax. Gains from disposal of the Notes derived by a resident taxpayer, whether an individual or a corporation, or by a permanent establishment, is subject to final withholding tax at the rate of 15%. Non-resident individuals and corporations other than permanent establishments in Indonesia will not be subject to Indonesian tax or withholding tax on any gain derived from the direct sale or disposal of Notes to a non-resident individual or corporation other than a permanent establishment in Indonesia. However, non-resident individuals and corporations other than permanent establishments in Indonesia may be subject to a 20% Indonesian withholding tax on any gain derived from the sale or disposal of Notes to a resident taxpayer or permanent establishment in Indonesia, or where the transaction is conducted through a securities company, dealer or bank in Indonesia. The 20% rate could be reduced under an applicable tax treaty that maybe applicable if the gain (or a portion thereof) is considered as interest for purposes of the relevant tax treaty. Further, a full relief from the imposition of such withholding tax may be available if the relevant treaty treats the income as gain that is taxable only by the country in which the investor is resident for tax purposes. Under the U.S. — Indonesia tax treaty, interest is generally taxed at a rate of 10%, and the term “interest” as used in the treaty means income from bonds, debentures, government securities, notes or other evidence of indebtedness, whether or not secured by a mortgage or other security and whether or not carrying a right to participate in profits, and debt claims of every kind, as well as other income which, under the taxation law of the contracting state in which the income has its source is assimilated to income from money limit. Under such treaty, capital gains derived from the sale or disposal of notes is considered as interest and subject to tax according to the provision in interest article of the treaty. The application of the reduced withholding tax rate under a tax treaty and any tax treaty relief to a non-resident taxpayer who resides in the tax treaty country is subject to satisfying the eligibility and reporting requirements for the relevant tax treaty and domestic tax regulations. See “Beneficial Owner”, “Application of Tax Treaties under Indonesian Tax Regulations”, “Certificate of Domicile (COD)”.
4.
Double Taxation Avoidance Agreements Indonesia has concluded tax treaties with a number of countries including Australia, Belgium, Canada, France, Germany, Japan, The Netherlands, Singapore, Sweden, Switzerland, the United Kingdom and the United States of America.
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Where a tax treaty exists, the eligibility requirements of that treaty are satisfied, there is no abuse of the tax treaty, and the administrative requirements under Indonesian tax regulations are met, a reduced rate of withholding tax based on the tax treaty may be applicable in the case of interest (or payments in the nature of interest such as premium). To obtain the benefit of an applicable tax treaty, the non-resident taxpayer must be the actual owner of the economic benefits of the income (referred to as beneficial owner of the income) and comply with the eligibility requirements of the treaty and the specific requirements in Indonesia. Please refer to sections “Application of Tax Treaties under Indonesian Tax Regulations”, “Certificate of Domicile” and “Beneficial Owner”. 5.
Beneficial Owner Based on Indonesian Director-General of Taxation Regulation No. PER-62/PJ/2009 dated 5 November 2009 (DGT-62) as amended by Director-General of Taxation Regulation No. PER-25/PJ/2010 dated 30 April 2010 (DGT-25) regarding prevention of abuse of tax treaties, the actual owner of the economic benefits of the income (beneficial owner) is defined as the income recipient who is not acting as: •
An agent Agent means an individual or company who acts as an intermediary and carries out activities for and/or on behalf of other party;
•
A nominee Nominee means an individual or company which legally owns (legal owner) an asset and/or income, for the benefit of, or acts under the instruction of, the actual asset owner and/or the party which actually enjoys the benefit of the income; and
•
A conduit company Conduit company is a company which enjoys benefits from the tax treaty in relation to the income arising in another country, whilst the economic benefits from that income are owned by persons in another country who cannot enjoy tax treaty benefits if the income is received directly.
These concepts are implemented in the regulations by requiring non-residents to satisfy certain tests in order to be viewed as the “beneficial owner” and not engaged in treaty abuse. 6.
Application of Tax Treaties under Indonesian Tax Regulations The DGT have issued two regulations aimed at preventing tax treaties being used in an abusive manner, i.e. Director-General of Taxation Regulations No. PER-61/PJ/2009 dated 5 November 2009 (DGT-61) as amended by Director-General of Taxation Regulation No. PER-24/PJ/2010 dated 30 April 2010 (DGT-24) regarding the application of double taxation treaties and DGT-62 as amended by DGT-25 regarding the prevention of double tax treaty abuse. Effective from 1 January 2010, the Indonesian tax withholder (i.e. the Indonesian party making a payment to the non-resident taxpayer) is allowed to withhold tax at the reduced rate in accordance with the provisions of a tax treaty, provided that: a.
the income tax recipient is not an Indonesian tax resident;
b.
the administrative requirements have been fulfilled; and
c.
there is no tax treaty abuse by the non-resident taxpayer.
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In the case that the above requirements are not met, the Indonesian tax withholder shall withhold the tax in accordance with Indonesian tax regulations, i.e. withholding tax at the rate of 20.0%. Under DGT-62 as amended by DGT-25, a non-resident taxpayer is considered to participate in tax treaty abuse if: a.
the transaction which does not have an economic substance is carried out using a structure/scheme merely to enjoy the tax treaty benefits;
b.
the legal form of the structure/scheme of the transaction is different from the economic substance merely to enjoy the tax treaty benefits; and
c.
the recipient of the income is not the actual owner of the economic benefits of the income (i.e. the recipient is not the beneficial owner). The beneficial owner requirements are only applicable for recipients of interest, dividend, and royalty income.
Under DGT-62 as amended by DGT-25, an individual or a company covered by the tax treaty is not considered to be involved in tax treaty abuse if: a.
the individual is not acting as an agent or nominee;
b.
the institution’s name is stated explicitly in the tax treaty or has been agreed by the competent authority in Indonesia and the tax treaty partner countries;
c.
the non-resident taxpayer receives or earns income through a custodian in relation to income from the transfer of shares or bonds which are traded or listed on the IDX, except for interest and dividend income, in the case where the non-resident taxpayer is not acting as an agent or nominee;
d.
the non-resident taxpayer is a company whose shares are listed on a stock exchange and are regularly traded;
e.
the non-resident taxpayer is a pension fund whose establishment is in accordance with the laws of the treaty partner country, and it is a tax subject in the treaty partner country;
f.
the non-resident taxpayer is a bank; or
g.
the non-resident taxpayer is a company which meets the following requirements: 1)
If under the relevant tax treaty provision the non-resident taxpayer is not required to be the beneficial owner of the income, the non-resident taxpayer must certify that its creation or the transaction structure is not motivated to take advantage of treaty benefits; or
2)
If under the relevant tax treaty provision the non-resident taxpayer is required to be the beneficial owner of the income (e.g. for interest income), the non-resident taxpayer must certify that: i.
the creation of the non-resident taxpayer or the transaction structure is not motivated to take advantage of treaty benefits; and
ii.
it has its own management to conduct the business and the management has an independent discretion; and
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iii.
it employs sufficient qualified personnel; and
iv.
it engages in active conduct of a trade or business; and
v.
the income derived from Indonesia is subject to tax in its country of residence; and
vi.
No more than 50.0% of the total income of the non-resident taxpayer is used to satisfy claims by other persons in the form of interest, royalty, or other fees (excluding salary to employees and dividends paid to shareholders).
In the case that there is tax treaty abuse, the following will apply:
7.
a.
the Indonesian tax withholder is not allowed to apply the tax treaty benefits and must withhold tax which is payable in accordance with Indonesian tax regulations, i.e. withholding tax at the rate of 20.0%; and
b.
the non-resident taxpayer who abuses the tax treaty cannot apply for a refund for the overpayment of the tax which should not have been payable.
c.
If there is a difference between the legal form of a structure/scheme and the economic substance, the tax regulations will be applied in accordance with the economic substance (substance over form).
Certificate of Domicile (COD) Starting from 1 January 2010, the administrative requirements to be fulfilled by the Non-resident Taxpayers to enjoy the tax treaty benefits require: a)
use of the COD form as stipulated in Attachment II or Attachment III (i.e. form-DGT 1 or form-DGT 2) of Directorate General of Taxation (DGT) Regulation No. PER-24/PJ/2010 (Revision of DGT Regulation No. 61/PJ/2009) dated 30 April 2010 (“the November 2009 tax regulation”);
b)
full completion of this form by the Non-resident Taxpayers;
c)
the signature by the Non-resident Taxpayers;
d)
that the form is certified by the tax authority in the tax treaty partner country; and
e)
the form must be provided to the Indonesian tax withholder before the end of the deadline to submit the monthly returns for the relevant tax payable period.
If certification from the tax authority (as set out in point (d) above) of the treaty country cannot be obtained on page one of Form DGT-1 or Form DGT-2, the non-resident taxpayers may replace this with the traditional COD that commonly validated or issued by the competent tax authority of the treaty country. In this case, the traditional COD that commonly validated or issued by the competent tax authority is required to be attached to the Form DGT-1 or Form DGT-2, where applicable, that has been completed and signed by the non-resident taxpayer. The COD must satisfy certain requirements set by the DGT. The certified first page of Form DGT-1 or Form DGT-2, or the traditional COD that commonly validated or issued by the competent tax authority used in lieu thereof, has a validity of one year and may be reused during this time for other payments from the same Indonesian party.
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The non-resident taxpayer should provide the original COD form to the Indonesian tax withholder. The Indonesian tax withholder is required to attach the copy of COD from the non-resident taxpayer, in the relevant monthly tax return. In the case that there is income received or earned by a non-resident taxpayer but no tax is withheld in Indonesia according to the tax treaty, the Indonesian tax withholder is still obliged to arrange reporting of the COD. 8.
Stamp Duty According to Government Regulation No. 24 of 2000, a document that effects a sale of Indonesian notes is subject to stamp duty. Currently, the nominal amount of the Indonesian stamp duty is Rp. 6,000 for transactions having a value greater than Rp. 1,000,000 and Rp. 3,000 for transactions having a value up to a maximum of Rp. 1,000,000. Generally, the stamp duty is due at the time the document is executed. Stamp duty is payable by the party that benefits from the executed document unless both parties state otherwise.
9.
Other Indonesian Taxes There are no Indonesian estate, inheritance, succession, or gift taxes generally applicable to the acquisition, ownership or disposition of the Notes. There are no Indonesian issue, registration or similar taxes or duties payable by the Noteholders as a result of their holding of the Notes.
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SUBSCRIPTION, PURCHASE AND DISTRIBUTION The Programme Agreement provides for Notes to be offered from time to time through one or more Dealers. The price at which a Series or Tranche will be issued will be determined prior to its issue between the Issuer and the relevant Dealer(s). The obligations of the Dealer(s) under the Programme Agreement will be subject to certain conditions set out in the Programme Agreement. Each Dealer (acting as principal) will subscribe or procure subscribers for Notes from the Issuer pursuant to the Programme Agreement. United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act (“Regulation S”). The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder. Each Dealer has agreed that, and each further Dealer appointed under the MTN Programme will be required to agree that, except as permitted by the Programme Agreement, it will not offer, sell or deliver the Notes of any identifiable Tranche (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of such Tranche, as determined and certified to the Issuer by the relevant Paying Agent, by such Dealer (or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager), of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S. In addition, until 40 days after the commencement of the offering of any identifiable Tranche of Notes, an offer or sale of Notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. European Economic — Public Offer Selling Restriction Under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Dealer has represented and agreed, and each further Dealer appointed under the MTN Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Information Memorandum as completed by the Pricing Supplement in relation thereto to the public in that Relevant Member State except that it may, with effect from
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and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State: (a)
if the Pricing Supplement in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-exempt Offer”), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer;
(b)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(c)
at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Dealers; or
(d)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in paragraphs (b) to (d) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. United Kingdom Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the MTN Programme will be required to represent, warrant and agree, that: (a)
in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by the Issuer;
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(b)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(c)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
Hong Kong Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the MTN Programme will be required to represent, warrant and agree, that: (i)
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(ii)
it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Singapore Each Dealer has acknowledged that this Information Memorandum has not been and will not be registered as a prospectus with the MAS. Accordingly, each Dealer has represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Information Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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Indonesia This Information Memorandum may not be distributed in Indonesia and the Notes may not be offered or sold in Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesian residents, in a manner which constitutes a public offering under the laws and regulations of Indonesia. General No action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of this Information Memorandum or any other document or any Pricing Supplement, in any country or jurisdiction (other than Singapore) where action for that purpose is required. Each Dealer has agreed that it will comply with all applicable securities laws, regulations and directives in each jurisdiction in which it subscribes for, purchases, offers, sells or delivers Notes or any interest therein or rights in respect thereof or has in its possession or distributes, any other document or any Pricing Supplement. Other persons into whose hands this Information Memorandum or any Pricing Supplement comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or possess, distribute or publish this Information Memorandum or any Pricing Supplement or any related offering material, in all cases at their own expense. Any person who may be in doubt as to the restrictions set out in the SFA or the laws, regulations and directives in each jurisdiction in which it subscribes for, purchases, offers, sells or delivers the Notes or any interest therein or rights in respect thereof and the consequences arising from a contravention thereof should consult his own professional advisers and should make his own inquiries as to the laws, regulations and directives in force or applicable in any particular jurisdiction at any relevant time.
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APPENDIX I GENERAL AND OTHER INFORMATION SHARE CAPITAL 1.
As at the date of this Information Memorandum, there is only one class of ordinary shares in the Issuer. The rights and privileges attached to the Shares are stated in the constitutive documents of the Issuer.
2.
The issued share capital of the Issuer as at the date of this Information Memorandum is as follows: Share Designation
Issued Share(s)
Issued Share Capital (Rp.)
Ordinary Shares (including treasury shares)
3,141,390,962
1,570,695,481,000
No shares in, or debentures of, the Issuer have been issued or are proposed issued, as fully or partly paid-up, for cash or for a consideration other than cash, within two years preceding the date of this Information Memorandum. BORROWINGS 3.
Save as disclosed in Appendix II, the Issuer had as at the date of this Information Memorandum no other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances (other than normal trading bills) or acceptance credits, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.
CHANGES IN ACCOUNTING POLICIES 4.
There have been no significant changes in the accounting policies of the Issuer since its financial accounts for the year ended 31 December 2014.
MATERIAL ADVERSE CHANGE 5.
There has been no material adverse change in the financial condition or business of the Issuer or the Group since 31 December 2014.
LITIGATION 6.
There are no legal or arbitration proceedings pending or threatened against the Issuer or any of its subsidiaries the outcome of which may have or have had during the 12 months prior to the date of this Information Memorandum a material adverse effect on the financial position of the Issuer or the Group.
CONSENTS 7.
The Independent Auditors have given and have not withdrawn their written consent to, where applicable, reports in the form and context in which they appear in this Information Memorandum.
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8.
Knight Frank/PT Willson Properti Advisindo has given its written consent to the issue of this Information Memorandum with the inclusion herein of its name and all references thereto and to the inclusion of the section “Industry Overview”, in the form and context in which it appears in this Information Memorandum.
9.
Based upon its report dated 20 March 2015, KJPP Willson dan Rekan in association with Knight Frank has given its written consent to the issue of this Information Memorandum with the inclusion herein of its name and all references thereto and to the inclusion of its property valuation summary report in Appendix III, in the form and context in which it appears in this Information Memorandum.
DOCUMENTS AVAILABLE FOR INSPECTION 10. Copies of the following documents may be inspected at the registered office of the Issuer at Chase Plaza Tower, Lantai 21, Jl. Jend. Sudirman Kav. 21, Jakarta 12920, Indonesia during normal business hours for a period of six months from the date of this Information Memorandum: (a)
the constitutive documents of the Issuer;
(b)
the Trust Deed; and
(c)
the audited financial statements of the Issuer and its subsidiaries for FY2012, FY2013 and FY2014.
FUNCTIONS, RIGHTS AND OBLIGATIONS OF THE TRUSTEE 11. The functions, rights and obligations of the Trustee are set out in the Trust Deed.
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APPENDIX II AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF PT DUTA ANGGADA REALTY TBK AND ITS SUBSIDIARIES AS OF 31 DECEMBER 2012, 2013 AND 2014, AND FOR THE YEARS THEN ENDED, WITH THE RELATED AUDIT REPORT
211
212
213
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN KEUANGAN KONSOLIDASIAN TANGGAL 31 DESEMBER 2014, 2013, DAN 2012 DAN UNTUK TAHUN YANG BERAKHIR PADA TANGGAL-TANGGAL TERSEBUT BESERTA LAPORAN AUDITOR INDEPENDEN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2014, 2013, AND 2012 AND FOR THE YEARS THEN ENDED WITH INDEPENDENT AUDITORS’ REPORT
Daftar Isi
Table of Contents
Halaman/ Page Independent Auditors’ Report
Laporan Auditor Independen Laporan Posisi Keuangan Konsolidasian ………………………………………….
1-2
Consolidated Statements of ........................…………………..…Financial Position
Laporan Laba Rugi Komprehensif Konsolidasian ………………………………………….
3
Consolidated Statements of ………………………………..Comprehensive Income
Laporan Perubahan Ekuitas Konsolidasian ………………………………………….
Consolidated Statements of 4 ………………………………..………Changes in Equity
Laporan Arus Kas Konsolidasian ………………………………………….
Consolidated Statements of 5-6 ………………..………………………………Cash Flows
Notes to the Consolidated Catatan atas Laporan Keuangan Konsolidasian …………………………………………. 7-106 …………………………………...Financial Statements
**********************************
214
215
216
217
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN POSISI KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012 (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
Catatan/ Notes
31 Desember 2014/ December 31, 2014
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of December 31, 2014, 2013, and 2012 (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
ASET ASET LANCAR Kas dan setara kas Efek tersedia untuk dijual, neto Piutang usaha, setelah dikurangi cadangan kerugian penurunan nilai Pihak ketiga Pihak berelasi Piutang lain-lain - pihak ketiga Persediaan Uang muka Pajak dibayar di muka Biaya dibayar di muka Aset lancar lainnya, neto
ASSETS
2d,2f,2q,4 2f,5
84.271.804 -
68.091.001 -
32.548.905 4.944.750
2f,2q,6 2f,2g,6,31 2f 2h,2m,2n 8,12,16,34c 7 2r,9 2e,10 2i,15
143.701.512 1.015.736 4.336.120
8.756.903 975.227 6.475.144
9.425.940 1.855.278 11.765.451
CURRENT ASSETS Cash and cash equivalents Available-for-sale securities, net Trade receivables, net of allowance for impairment losses Third parties Related parties Other receivables - third parties
513.804.291 136.710.045 4.843.477 1.248.001 1.710.085
564.422.762 359.181.544 4.827.276 633.990 3.701.015
524.459.040 192.228.564 4.014.835 5.340 3.899.656
Inventories Advances Prepaid taxes Prepaid expenses Other current assets, net
891.641.071
1.017.064.862
785.147.759
TOTAL CURRENT ASSETS
20.000.000
-
-
NON-CURRENT ASSETS Advance for rental
1.076.194.218
1.149.791.264
1.234.756.489
TOTAL ASET LANCAR
ASET TIDAK LANCAR Uang muka sewa Properti investasi, setelah dikurangi akumulasi penyusutan Aset tetap, setelah dikurangi akumulasi penyusutan
34a 2i,2k,2m 2n,2o,11 12,16,17 2j,2k,2n,2o, 8,11,12,13 2k,2m,2n 12,13,16 2l,2n,14 2d,2f,2q,4 16,34f 2e,2i,15
Investment properties, net of accumulated depreciation Fixed assets, net of accumulated depreciation
23.552.942
13.157.533
15.635.760
2.689.696.860 324.285.624
2.155.406.252 308.846.433
1.871.410.458 282.307.609
84.618.098 4.284.845
119.246.964 4.936.330
97.672.723 6.230.649
Construction in progress Land for development Other non-current financial assets Other non-current assets, net
TOTAL ASET TIDAK LANCAR
4.222.632.587
3.751.384.776
3.508.013.688
TOTAL NON-CURRENT ASSETS
TOTAL ASET
5.114.273.658
4.768.449.638
4.293.161.447
TOTAL ASSETS
Proyek dalam pelaksanaan Tanah untuk pengembangan Aset keuangan tidak lancar lainnya Aset tidak lancar lain-lain, neto
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian integral dari laporan keuangan konsolidasian ini.
The accompanying notes form an integral part of these consolidated financial statements.
1
218
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN POSISI KEUANGAN KONSOLIDASIAN (lanjutan) Tanggal 31 Desember 2014, 2013, dan 2012 (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain) Catatan/ Notes
31 Desember 2014/ December 31, 2014
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (continued) As of December 31, 2014, 2013, and 2012 (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated) 31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
LIABILITAS DAN EKUITAS LIABILITAS JANGKA PENDEK Utang usaha - pihak ketiga Utang dividen Utang lain-lain - pihak ketiga Beban akrual Pihak ketiga Pihak berelasi Utang pajak Bagian jangka pendek atas utang bank Pendapatan diterima di muka Uang jaminan penyewa
LIABILITIES AND EQUITY
2f,21 2f,22 2f
99.991.653 786.190 23.078.397
46.549.799 403.295 16.638.139
20.788.352 14.237.739
2f,2q,17,19 2f,2g,19,31 2r,20 2f,2m 2q,4,8 11,13,16 2o,2p,18 34b,34c 2f
21.943.685 743.095 39.997.897
21.943.114 1.044.042 35.090.375
15.213.489 6.927.738 24.462.012
CURRENT LIABILITIES Trade payables - third parties Dividends payable Other payables - third parties Accrued expenses Third parties Related parties Taxes payable
124.500.000
162.000.000
355.509.000
Current maturities of bank loans
145.815.971 22.668.362
195.481.988 25.598.238
197.548.218 39.989.610
Unearned income Tenant deposits
479.525.250
504.748.990
674.676.158
Total Liabilitas Jangka Pendek LIABILITAS JANGKA PANJANG Utang bank - setelah dikurangi dengan bagian jangka pendek Utang obligasi, neto Pendapatan diterima di muka setelah dikurangi dengan bagian jangka pendek Uang jaminan penyewa Liabilitas imbalan kerja
Total Current Liabilities LONG-TERM LIABILITIES
2f,2m 2q,4,8 11,13,16 2f,2w,11,17
1.063.767.628 246.739.625
1.007.988.728 246.148.666
707.572.753 -
Bank loans net of current maturities Bonds payable, net
12.341.388 52.002.110 13.069.218
20.315.326 51.628.193 10.941.975
25.039.950 38.739.551 9.416.319
Unearned income - net of current portion Tenant deposits Employee benefits liability
Total Liabilitas Jangka Panjang
1.387.919.969
1.337.022.888
780.768.573
Total Long-term Liabilities
TOTAL LIABILITAS
1.867.445.219
1.841.771.878
1.455.444.731
TOTAL LIABILITIES
EKUITAS Modal saham - nilai nominal Rp500 (angka penuh) per saham Modal dasar 10.000.000.000 saham Modal ditempatkan dan disetor penuh 3.141.390.962 saham pada tanggal 31 Desember 2014, 2013 dan 2012 Tambahan modal disetor Selisih penilaian aset Saldo laba Defisit sebesar Rp845.604.322 telah dieliminasi melalui kuasi-reorganisasi tanggal 1 Juli 2011 Telah ditentukan penggunaannya Belum ditentukan penggunaannya Pendapatan komprehensif lain
2o,2p,18 34b,34c 2f 2s,30
EQUITY
1.570.695.481 451.901.463 -
1.570.695.481 451.901.463 -
1.570.695.481 451.901.463 627.256.608
22
2.500.000
1.500.000
500.000
2f,5
1.221.713.074 -
902.558.640 -
183.459.414 3.903.750
Unappropriated Other comprehensive income
22
3.246.810.018 18.421
2.926.655.584 22.176
2.837.716.716 -
Equity Attributable to Owners of the Parent Entity Non-controlling Interests
TOTAL EKUITAS
3.246.828.439
2.926.677.760
2.837.716.716
TOTAL EQUITY
TOTAL LIABILITAS DAN EKUITAS
5.114.273.658
4.768.449.638
4.293.161.447
TOTAL LIABILITIES AND EQUITY
Ekuitas yang Dapat Diatribusikan kepada Pemilik Entitas Induk Kepentingan Nonpengendali
22 22 2x,39
Share capital - at par value of Rp500 (full amount) each Authorized 10,000,000,000 shares Issued and fully paid 3,141,390,962 shares as of December 31, 2014, 2013 and 2012 Additional paid-in capital Assets revaluation increment Retained earnings Deficit of Rp845,604,322 was eliminated in the quasireorganization at July 1, 2011
2x,39
Appropriated
.
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian integral dari laporan keuangan konsolidasian ini.
The accompanying notes form an integral part of these consolidated financial statements.
2
219
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN Untuk Tahun yang Berakhir pada Tanggal-Tanggal 31 Desember 2014, 2013, dan 2012 (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2014, 2013, and 2012 (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
Tahun yang Berakhir pada Tanggal 31 Desember/ Years Ended December 31, Catatan/ Notes PENJUALAN DAN PENDAPATAN USAHA
BEBAN POKOK PENJUALAN DAN BEBAN LANGSUNG
2g,2o 2p,23,31 2g,2i 2j,2o,2p 11,12,24,31
LABA BRUTO Beban penjualan Beban umum dan administrasi Pendapatan operasi lain Beban operasi lain
2p,25 2j,2p 2s,12,26 2f,2i,2j,2q 5,11,12,27 2i,2q,5 11,12,28
LABA USAHA Beban keuangan Pendapatan keuangan Pendapatan lain-lain
2m,2q,2w 16,17,29 2q,29 16
LABA TAHUN BERJALAN SEBELUM BEBAN PAJAK PENGHASILAN BEBAN PAJAK PENGHASILAN
2r,20
LABA TAHUN BERJALAN RUGI KOMPREHENSIF LAIN Pembalikan laba dan pengakuan rugi neto belum direalisasi atas perubahan nilai pasar efek tersedia untuk dijual
2014
2013
2012
1.287.984.466
829.383.362
845.718.621
SALES AND OPERATING REVENUE
613.248.683
420.591.744
496.845.159
COST OF SALES AND DIRECT COSTS
674.735.783
408.791.618
348.873.462
GROSS PROFIT
(8.675.529)
(6.541.164)
(7.601.824)
(104.816.271)
(77.524.140)
(64.753.770)
15.416.164
28.958.180
22.824.339
(11.015.218)
(4.979.161)
(10.509.073)
565.644.929
348.705.333
288.833.134
(74.681.144) 4.154.027 -
(111.413.903) 4.160.567 -
(74.551.839) 2.660.735 23.092.800
Selling expenses General and administrative expenses Other operating income Other operating expenses OPERATING INCOME Finance expenses Finance income Other income
495.117.812
241.451.997
240.034.830
INCOME FOR THE YEAR BEFORE INCOME TAX EXPENSE
87.009.186
60.651.706
59.206.578
INCOME TAX EXPENSE
408.108.626
180.800.291
180.828.252
INCOME FOR THE YEAR
2f,5
-
(3.903.750)
(455.119)
OTHER COMPREHENSIVE LOSS Reversal of gain and recognition of unrealized net loss on changes in market value of availablefor-sale securities
TOTAL LABA KOMPREHENSIF TAHUN BERJALAN
408.108.626
176.896.541
180.373.133
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
LABA (RUGI) TAHUN BERJALAN YANG DAPAT DIATRIBUSIKAN KEPADA: Pemilik entitas induk Kepentingan nonpengendali
408.113.381 (4.755)
180.801.565 (1.274)
180.828.252 -
INCOME (LOSS) FOR THE YEAR ATTRIBUTABLE TO: Owners of the parent entity Non-controlling interests
408.108.626
180.800.291
180.828.252
TOTAL
22
TOTAL TOTAL LABA (RUGI) KOMPREHENSIF TAHUN BERJALAN YANG DAPAT DIATRIBUSIKAN KEPADA: Pemilik entitas induk Kepentingan nonpengendali 22
408.113.381 (4.755)
176.897.815 (1.274)
180.373.133 -
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ATTRIBUTABLE TO: Owners of the parent entity Non-controlling interests
TOTAL
408.108.626
176.896.541
180.373.133
TOTAL
61
BASIC EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE PARENT ENTITY (full amount)
LABA PER SAHAM DASAR YANG DAPAT DIATRIBUSIKAN KEPADA PEMILIK ENTITAS INDUK (angka penuh)
2v,33
130
58
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian integral dari laporan keuangan konsolidasian ini.
The accompanying notes form an integral part of these consolidated financial statements.
3
220
221
2f,5
1c,22
Pembalikan laba belum direalisasi atas perubahan nilai pasar efek tersedia untuk dijual
Kepentingan nonpengendali yang timbul dari akuisisi entitas anak baru dan perubahan kepemilikan pada entitas anak
1.570.695.481
451.901.463
-
-
-
-
451.901.463
-
-
-
-
-
451.901.463
-
451.901.463
-
273.907.200
-
-
177.994.263
Tambahan Modal Disetor/ Additional Paid-in Capital
-
-
-
-
-
-
-
-
-
-
-
-
(627.256.608)
627.256.608
-
-
-
-
627.256.608
Selisih Penilaian Aset/ Assets Revaluation Increment -
2.500.000
-
1.000.000
-
-
1.500.000
-
-
1.000.000
-
-
500.000
-
500.000
-
-
500.000
Telah Ditentukan Penggunaannya/ Appropriated
4
1.221.713.074
-
(1.000.000)
(87.958.947)
408.113.381
902.558.640
-
-
(1.000.000)
(87.958.947)
180.801.565
810.716.022
627.256.608
183.459.414
-
-
(500.000)
180.828.252
3.131.162
Belum Ditentukan Penggunaannya/ Unappropriated
Saldo Laba/Retained Earnings
-
-
-
-
-
-
-
-
(3.903.750)
-
-
3.903.750
-
3.903.750
(455.119)
-
-
-
4.358.869
Pendapatan Komprehensif Lain/ Other Comprehensive Income
-
-
-
-
-
-
-
-
18.421
1.000
-
-
(4.755 )
22.176
23.450
-
-
-
(1.274 )
Kepentingan Nonpengendali/ Non-controlling Interest
3.246.828.439
1.000
-
(87.958.947)
408.108.626
2.926.677.760
23.450
(3.903.750 )
-
(87.958.947)
180.800.291
2.837.716.716
-
2.837.716.716
(455.119 )
413.907.200
-
180.828.252
2.243.436.383
Total Ekuitas/ Total Equity
Issuance of shares without preemptive rights
Appropriation of retained earnings for general reserve
Income for the year
Balance as of December 31, 2011
Balance as of December 31, 2014
Non-controlling interest arising from the establishment of new subsidiary
Appropriation of retained earnings for general reserve
Distribution of cash dividends
Income for the year
Balance as of December 31, 2013
Non-controlling interest arising from acquisition of new subsidiary and changes of ownership in subsidiaries
Reversal of unrealized gain on changes in market value of available-for-sale securities
Appropriation of retained earnings for general reserve
Distribution of cash dividends
Income for the year
Balance as of January 1, 2013 after the effect of applying PPSAK No. 10
Implementation of the Revocation of Statement of Financial Accounting Standard (PPSAK) No. 10: “The Revocation of PSAK No. 51: Accounting for Quasi-reorganization”
Balance as of December 31, 2012
Unrealized loss on changes in market value of available-for-sale securities
The accompanying notes form an integral part of these consolidated financial statements.
3.246.810.018
-
-
(87.958.947)
408.113.381
2.926.655.584
-
(3.903.750)
-
(87.958.947)
180.801.565
2.837.716.716
-
2.837.716.716
(455.119)
413.907.200
-
180.828.252
2.243.436.383
Total/ Total
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2014, 2013, and 2012 (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk/Equity attributable to owners of the parent entity
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian integral dari laporan keuangan konsolidasian ini.
Saldo pada tanggal 31 Desember 2014
1c,22
22
Saldo laba yang ditentukan penggunaannya untuk cadangan umum
Kepentingan nonpengendali yang timbul dari pendirian entitas anak baru
-
22
Pembagian dividen kas
-
-
1.570.695.481
-
-
Laba tahun berjalan
Saldo pada tanggal 31 Desember 2013
22
Saldo laba yang ditentukan penggunaannya untuk cadangan umum -
-
22
Pembagian dividen kas
1.570.695.481
-
Laba tahun berjalan
Saldo pada tanggal 1 Januari 2013 setelah dampak penerapan PPSAK No. 10
Penerapan Pencabutan Pernyataan Standar Akuntansi Keuangan (PPSAK) No. 10: “Pencabutan PSAK No. 51: Akuntansi Kuasireorganisasi”
2x,39
-
2f
Saldo pada tanggal 31 Desember 2012
1.570.695.481
140.000.000
22
Penerbitan saham tanpa hak memesan efek terlebih dahulu
Rugi belum direalisasi atas perubahan nilai pasar efek tersedia untuk dijual
-
22
Saldo laba yang ditentukan penggunaannya untuk cadangan umum
1.430.695.481 -
Saldo pada tanggal 31 Desember 2011
Laba tahun berjalan
Catatan/ Notes
Modal Saham Ditempatkan dan Disetor Penuh/ Issued and Fully Paid Share Capital
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN Untuk Tahun yang Berakhir pada Tanggal-Tanggal 31 Desember 2014, 2013, dan 2012 (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
The original consolidated financial statements included herein are in the Indonesian language.
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN ARUS KAS KONSOLIDASIAN Untuk Tahun yang Berakhir pada Tanggal-Tanggal 31 Desember 2014, 2013, dan 2012 (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2014, 2013, and 2012 (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
Tahun yang Berakhir pada Tanggal 31 Desember/ Years Ended December 31, Catatan/ Notes ARUS KAS DARI AKTIVITAS OPERASI Penerimaan kas dari pelanggan Pembayaran kas untuk: Gaji dan tunjangan karyawan Kontraktor dan pemasok Beban usaha lainnya Uang muka sewa
2014
2013
1.209.327.517
34a
Pengeluaran kas untuk: Bunga dan beban pembiayaan lainnya Pajak Asuransi Lain-lain Penerimaan kas dari: Bunga Lain-lain Kas bersih yang diperoleh dari (digunakan untuk) aktivitas operasi
895.398.839
991.653.614
(79.561.506) (606.058.919) (195.819.816) (20.000.000)
(66.704.826) (553.149.173) (171.104.215) -
(62.892.193) (375.834.331) (152.132.632) -
307.887.276
104.440.625
400.794.458
(176.284.799) (114.288.598) (4.214.365) (741.009)
(130.029.581) (67.059.967) (2.305.623) (5.019.254)
3.406.940 35.243.939
3.983.502 10.446.102
51.009.384
ARUS KAS DARI AKTIVITAS INVESTASI Pencairan (penempatan) dana yang dibatasi penggunaannya, neto
2012
(85.544.196)
34.246.916
(22.619.658)
(146.960.563) (97.058.085) (3.113.565) (75.689.430)
Cash receipts from: Interests Others
90.161.315
Net cash provided by (used in) operating activities
-
CASH FLOWS FROM INVESTING ACTIVITIES Liquidation (placement) of restricted funds, net Proceeds from sale of investment property Proceeds from sale of fixed assets Payment of advance of investment Acquisition of fixed assets and investment properties Acquisition of land for development Proceeds from sale of available-for-sale securities Proceeds from sale of investment in shares of stocks Acquisition of subsidiary, net of acquired cash and cash equivalents
10.054.614
Net cash provided by (used in) investing activities
(42.054.529)
11
31.896.000
-
-
Hasil penjualan aset tetap
12
4.462.000
378.900
1.357.000
11,12
(14.879.552)
(6.210.444)
(16.670.058)
(2.614.770)
Hasil penjualan investasi saham Akuisisi entitas anak, setelah dikurangi kas dan setara kas yang diperoleh
(1.000.000)
1c
Kas bersih yang diperoleh dari (digunakan untuk) aktivitas investasi ARUS KAS DARI AKTIVITAS PENDANAAN Penerimaan utang bank Pembayaran utang sewa pembiayaan Pembayaran dividen kas Pembayaran utang bank
-
-
2.862.750
62.292.264
-
11.000
-
(3.593.636)
38.055.306
22
(11.540.121)
-
-
(31.785.858)
328.155.535
1.322.760.000
442.000.000
(2.156.206) (87.576.052) (311.000.000)
(2.783.559) (87.581.434) (1.293.050.000)
(2.615.007) (524.790.167)
Penerimaan dari penerbitan obligasi
-
250.000.000
-
Pembayaran beban emisi obligasi Pembayaran utang lain-lain
-
(3.851.334) (17.206.244)
-
Kas bersih yang diperoleh dari (digunakan untuk) aktivitas pendanaan
(72.576.723)
168.287.429
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian integral dari laporan keuangan konsolidasian ini.
Cash disbursements for: Interest and other financing cost Taxes Insurance Others
2.681.175 9.507.325
Hasil penjualan properti investasi
Pembayaran uang muka investasi Perolehan aset tetap dan properti investasi Perolehan tanah untuk pengembangan Hasil penjualan efek tersedia untuk dijual
CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from customers Cash payments for: Salaries and employees’ benefits Contractors and suppliers Other operating expenses Advance for rental
(85.405.174)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank loans Payments of obligation under financing lease Payments of cash dividends Payments of bank loans Proceeds from issuance of bonds Payments of bonds issuance costs Payments of other payables Net cash provided by (used in) financing activities
The accompanying notes form an integral part of these consolidated financial statements.
5
222
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA LAPORAN ARUS KAS KONSOLIDASIAN (lanjutan) Untuk Tahun yang Berakhir pada Tanggal-Tanggal 31 Desember 2014, 2013, dan 2012 (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) For the Years Ended December 31, 2014, 2013, and 2012 (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
Tahun yang Berakhir pada Tanggal 31 Desember/ Years Ended December 31, Catatan/ Notes Pengaruh neto atas perubahan kurs pada kas dan setara kas yang didenominasi dalam mata uang asing
2014
2013
(307.164)
KENAIKAN BERSIH KAS DAN SETARA KAS
16.180.803
2012
(15.415.279)
2.147.397
Net effect of exchange rates on cash and cash equivalents denominated in foreign currency
35.542.096
16.958.152
NET INCREASE IN CASH AND CASH EQUIVALENTS
KAS DAN SETARA KAS AWAL TAHUN
4
68.091.001
32.548.905
15.590.753
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
KAS DAN SETARA KAS AKHIR TAHUN
4
84.271.804
68.091.001
32.548.905
CASH AND CASH EQUIVALENTS AT END OF YEAR
Catatan atas laporan keuangan konsolidasian terlampir merupakan bagian integral dari laporan keuangan konsolidasian ini.
The accompanying notes form an integral part of these consolidated financial statements.
6
223
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM
1.
GENERAL
a. Pendirian Perusahaan dan informasi umum lainnya
a. The Company’s establishment and other general information
PT Duta Anggada Realty Tbk. (“Perusahaan”) didirikan di Republik Indonesia dengan nama PT Duta Anggada Inti Pratama pada tanggal 30 Desember 1983 berdasarkan Akta Notaris Buniarti Tjandra, S.H., No. 196 dan kemudian diubah menjadi PT Duta Anggada Realty Tbk. sejak bulan April 1997. Akta Pendirian ini disahkan oleh Menteri Kehakiman dalam Surat Keputusan No. C2-3339.HT.01.01.TH.84 tanggal 12 Juni 1984 dan diumumkan dalam Lembaran Berita Negara No. 60, Tambahan No. 764 tanggal 27 Juli 1984. Anggaran Dasar Perusahaan telah beberapa kali mengalami perubahan, perubahan terakhir berdasarkan Akta Notaris Fathiah Helmi, S.H., No. 27 tanggal 19 Juli 2012 mengenai perubahan Pasal 4 ayat 2 dan 3 tentang penerbitan saham baru dan peningkatan modal ditempatkan dan disetor. Perubahan ini telah diterima dan dicatat oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat No. AHUAH.01.10-27138 tanggal 24 Juli 2012. Perubahan ini telah diumumkan dalam Berita Negara No. 8095/L, Tambahan No. 96 tanggal 29 November 2013.
PT Duta Anggada Realty Tbk. (the “Company”) was established in the Republic of Indonesia as PT Duta Anggada Inti Pratama on December 30, 1983 based on Notarial Deed No. 196 of Buniarti Tjandra, S.H., and subsequently changed its name to PT Duta Anggada Realty Tbk., effective since April 1997. The Deed of Establishment was approved by the Ministry of Justice in its Decision Letter No. C2-3339.HT.01.01.TH.84 dated June 12, 1984 and was published in State Gazette No. 60, Supplement No. 764 dated July 27, 1984. The Company’s Articles of Association has been amended several times, the latest amendment is based on Notarial Deed of Fathiah Helmi, S.H., No. 27 dated July 19, 2012 regarding the changes of Article 4 paragraph 2 and 3 concerning the issuance of new shares and the increase of issued and paid-up capital. This amendment has been received and recorded by the Ministry of Law and Human Rights in its Letter No. AHU-AH.01.10-27138 dated July 24, 2012. This amendment has been published in State Gazette N0. 8095/L, Supplement No. 96 dated November 29, 2013.
Sesuai dengan Pasal 3 dari Anggaran Dasar Perusahaan, Perusahaan terutama bergerak dalam bidang pembangunan real estat. Pada saat ini, ruang lingkup kegiatan Perusahaan adalah pembangunan, penjualan, penyewaan dan pengelolaan bangunan apartemen, perkantoran dan pusat perbelanjaan dan kegiatan usaha lain yang berhubungan.
In accordance with Article 3 of the Company’s Articles of Association, the Company is mainly engaged in real estate development. Currently, the Company’s scope of activities comprises of development, sales, rental and managing of apartment, office buildings and shopping centers and other related activities.
Kantor pusat Perusahaan berlokasi di Gedung Chase Plaza, Jalan Jenderal Sudirman Kav. 21, Jakarta. Proyek Perusahaan terdiri atas apartemen, perkantoran, hotel dan pusat perbelanjaan yang berlokasi di Jakarta dan Bali.
The Company’s head office is located in Chase Plaza Building, Jalan Jenderal Sudirman Kav. 21, Jakarta. The Company’s projects consist of apartments, office buildings, hotel and shopping centers located in Jakarta and Bali.
Perusahaan memulai kegiatan komersialnya pada tahun 1984.
usaha
The Company commenced its commercial operations in 1984.
Perusahaan dan entitas anak tidak memiliki entitas induk dan entitas induk terakhir yang memiliki pengendalian atas Perusahaan dan entitas anak.
The Company and its subsidiaries do not have parent entity and ultimate parent entity which has control over the Company and its subsidiaries.
7
224
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM (lanjutan)
1.
GENERAL (continued)
b. Penawaran umum saham Perusahaan dan kegiatan perusahaan lainnya
b. Public offering of the Company’s shares of stock and other corporate actions
Perusahaan melakukan penawaran umum sejumlah 10.000.000 saham melalui bursa efek di Indonesia pada tahun 1990 sesuai dengan Surat Ijin Menteri Keuangan No. SI089/SHM/MK.10/1990 tanggal 21 Maret 1990. Pada tanggal 8 November 1991, Perusahaan telah mencatatkan seluruh modal saham yang ditempatkan dan disetor pada Bursa Efek Jakarta yang sekarang telah menjadi Bursa Efek Indonesia.
The Company initially offered 10,000,000 shares through the stock exchange in Indonesia in 1990 based on the Decision Letter of the Ministry of Finance No. SI-089/SHM/ MK.10/1990 dated March 21, 1990. On November 8, 1991, all of the Company’s shares are listed on the Jakarta Stock Exchange which now has become Indonesia Stock Exchange.
Ringkasan kegiatan Perusahaan (corporate actions) sejak tanggal penawaran umum perdana saham sampai dengan tanggal 31 Desember 2014 adalah sebagai berikut:
The summary of the Company’s corporate actions from the date of initial public offering up to December 31, 2014 is as follows:
Kegiatan Perusahaan
Jumlah Saham/ Number of Shares
Tanggal/ Date
Company’s Corporate Actions
Penawaran umum perdana dan pencatatan sebagian saham Perusahaan pada Bursa Efek Indonesia
10.000.000
8 Mei 1990/ May 8, 1990
Initial public offering and partial listing of the Company’s shares of stock on the Indonesia Stock Exchange
Pencatatan tambahan saham Perusahaan
6.250.000
8 Mei 1990/ May 8, 1990
Listing of the Company’s additional shares of stock
Pencatatan tambahan saham Perusahaan
49.750.000
8 November 1991/ November 8, 1991
Listing of the Company’s additional shares of stock
Pembagian saham bonus
65.000.000
30 Juni 1992/ June 30, 1992
Distribution of bonus shares
1.000.000
30 Juni 1992/ June 30, 1992
Distribution of stock dividends
33.000.000
17 November 1993/ November 17, 1993
Rights issue
110.000.000
21 November 1994/ November 21, 1994
Distribution of bonus shares
275.000.000
28 Juli 1997/ July 28, 1997
Change in the par value of shares from Rp1,000 (full amount) into Rp500 (full amount) per share (stock split)
880.695.481
26 Desember 2005/ December 26, 2005
Issuance of the Company’s shares in connection with the debt restructuring
1.430.695.481
29 Juni 2007/ June 29, 2007
Distribution of bonus shares
280.000.000
19 Juli 2012/ July 19, 2012
Issuance of the Company’s share capital in settlement of the Company’s loan
Pembagian dividen saham Penawaran saham terbatas Pembagian saham bonus Perubahan nilai nominal saham dari Rp1.000 (angka penuh) menjadi Rp500 (angka penuh) per saham (stock split) Penambahan saham Perusahaan sehubungan dengan restrukturisasi pinjaman Perusahaan Pembagian saham bonus Penambahan saham Perusahaan dalam rangka penyelesaian pinjaman Perusahaan Total
3.141.390.962
8
225
Total
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM (lanjutan)
1.
c. Struktur Perusahaan dan Entitas Anak Perusahaan mempunyai secara langsung maupun entitas anak berikut Perusahaan selanjutnya Usaha”):
GENERAL (continued) c. The Company and Subsidiaries’ structure The Company has direct and indirect share ownerships in the following subsidiaries (together with the Company hereinafter referred to as the “Group”):
kepemilikan saham tidak langsung pada (bersama dengan disebut “Kelompok
Persentase Kepemilikan Efektif/ Percentage of Effective Ownership Total Aset/Total Asset 31 Des./Dec. 31, Entitas Anak/ Subsidiaries
Lokasi/ Location
Kegiatan Usaha/ Operations
PT Duta Buana Permai Development (DBPD) a)
Jakarta/ Jakarta
Pengembang properti/ Property developer
99,96%
99,96%
100,00%
86.215.548
90.588.222
99.545.314
PT Grahabakti b) Abadi (GBA)
Jakarta/ Jakarta
Pengembang properti/ Property developer
99,95
99,95%
100,00%
11.264.382
11.264.382
11.264.382
PT Banten Energy c) International (BEI)
Jakarta/ Jakarta
Pengembang properti/ Property developer
100,00
99,97%
-
39.789.789
23.372.450
-
PT Duta Hotel d) Manajemen (DHM)
Jakarta/ Jakarta
Pariwisata perhotelan/ Hospitality tourism
2014
2013
31 Des. 2014/ Dec. 31, 2014
2012
31 Des. 2013/ Dec. 31, 2013
31 Des. 2012/ Dec. 31, 2012
99,98
-
-
1.416.704
-
-
Primary e) Assets Pte. Ltd. (PA)
Singapura/ Singapore
Belum beroperasi/ not yet started its operation
100,00
-
-
-
-
-
Diversified e) Assets Pte. Ltd. (DA)
Singapura/ Singapore
Belum beroperasi/ not yet started its operation
100,00
-
-
-
-
-
a) Memulai kegiatan komersialnya pada tahun 1993. b) Tidak aktif sejak tahun 1994. c) Diakuisisi pada tanggal 8 November 2013 dan belum memulai kegiatan komersialnya. d) Didirikan pada tanggal 11 Maret 2014 dan belum memulai kegiatan komersialnya. e) Didirikan pada tanggal 15 Oktober 2014 dan belum memulai kegiatan operasi.
a) Commenced its commercial operations in 1993. b) Has been inactive since 1994. c) Acquired on November 8, 2013 and has not yet commenced its commercial operations. d) Established on March 11, 2014 and has not yet commenced its commercial operations. e) Established on October 15, 2014 and has not yet commenced operations.
DBPD
DBPD
Berdasarkan Rapat Umum Pemegang Saham Luar Biasa DBPD yang diaktakan dengan Akta Notaris Vincent Sugeng Fajar, S.H., M.Kn., No. 27 tanggal 13 September 2013, pemegang saham DBPD menyetujui penjualan saham DBPD yang dimiliki oleh GBA sebanyak 1 (satu) saham kepada Bapak Hartadi Angkosubroto, oleh karena itu, kepemilikan efektif Perusahaan berubah menjadi 99,96%.
Based on the Extraordinary Shareholders’ General Meeting of DBPD which was notarized by Notarial Deed No. 27 of Vincent Sugeng Fajar, S.H., Mkn., dated September 13, 2013, the shareholders of DBPD approved the sale of DPBD share capital owned by GBA of 1 (one) share to Mr. Hartadi Angkosubroto, therefore, the Company’s effective ownership was changed to 99.96%.
GBA
GBA
Berdasarkan Rapat Umum Pemegang Saham Luar Biasa GBA yang diaktakan dengan Akta Notaris Vincent Sugeng Fajar, S.H., M.Kn., No. 25 tanggal 13 September 2013, pemegang saham GBA menyetujui penjualan saham GBA yang dimiliki oleh DBPD sebanyak 1 (satu) saham kepada Bapak Hartadi Angkosubroto, oleh karena itu, kepemilikan efektif Perusahaan berubah menjadi 99,95%.
Based on the Extraordinary Shareholders’ General Meeting of GBA which was notarized by Notarial Deed No. 25 of Vincent Sugeng Fajar, S.H., Mkn., dated September 13, 2013, the shareholders of GBA approved the sale of GBA share capital owned by DBPD of 1 (one) share to Mr. Hartadi Angkosubroto, therefore, the Company’s effective ownership was changed to 99.95%.
9
226
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM (lanjutan)
1.
c. Struktur Perusahaan dan Entitas Anak (lanjutan)
GENERAL (continued) c. The Company and Subsidiaries’ structure (continued)
BEI
BEI
Berdasarkan Akta Notaris Vincent Sugeng Fajar, S.H., M.Kn., No. 9 dan 10 tanggal 8 November 2013, Perusahaan membeli 99,97% kepemilikan saham atau sebanyak 3.669 saham BEI yang dimiliki pihak ketiga dengan nilai buku aset neto pada tanggal akuisisi sebesar Rp3.554.712 (yang terdiri dari total aset dan liabilitas masing-masing sebesar Rp20.555.362 dan Rp17.000.650) dengan harga perolehan sebesar Rp3.669.000. Perubahan pemegang saham BEI telah disetujui oleh pemegang saham pada Rapat Umum Pemegang Saham Luar Biasa BEI yang diaktakan dengan Akta Notaris Vincent Sugeng Fajar, S.H., M.Kn., No. 8 tanggal 8 November 2013.
Based on the Notarial Deed No. 9 and 10 of Vincent Sugeng Fajar, S.H., MKn., dated November 8, 2013, the Company purchased 99.97% share ownership or representing 3,669 shares of BEI which were owned by third parties with book value of net assets on acquisition date of Rp3,554,712 (which consists of total assets and liabilities of Rp20,555,362 and Rp17,000,650, respectively) and at the transfer price of Rp3,669,000. The changes of BEI’s shareholders has been approved by the shareholders in the Extraordinary Shareholders’ General Meeting which was notarized by Notarial Deed No. 8 of Vincent Sugeng Fajar, S.H., Mkn., dated November 8, 2013.
Transaksi di atas dicatat sesuai dengan Pernyataan Standar Akuntansi Keuangan (“PSAK”) No. 22 (Revisi 2010), “Kombinasi Bisnis” dengan metode pembelian.
The above transaction was accounted for in accordance with the Statement of Financial Accounting Standards (“PSAK”) No. 22 (Revised 2010), “Business Combination” using purchase method.
Harga perolehan melalui pembayaran kas Nilai wajar aset neto yang diperoleh
3.669.000 7.025.743
Purchase consideration through cash payment Fair value of net assets acquired
Keuntungan dari pembelian
3.356.743
Gain on bargain purchase
Details of fair value of assets and liabilities arising from the acquisition are as follows:
Rincian nilai wajar aset dan liabilitas yang diperoleh dari akuisisi adalah sebagai berikut: Nilai wajar pada tanggal akuisisi/ Fair value at acquisition date
Kas dan setara kas Uang muka Tanah untuk pengembangan
75.364 27.944 23.925.000
Cash and cash equivalents Advances Land for development
Total Aset
24.028.308
Total Assets
Utang pajak Utang lain-lain
20 17.000.630
Taxes payable Other payables
Total Liabilitas
17.000.650
Total Liabilities
Aset neto pada tanggal akuisisi Kepemilikan yang diakuisisi
7.027.658 99,97%
Net assets at acquisition date Interest acquired
Aset neto yang diakuisisi Keuntungan dari pembelian
7.025.743 3.356.743
Net assets acquired Gain on bargain purchase
Harga perolehan melalui pembayaran kas Kas pada bank pada BEI
3.669.000 (75.364)
Arus kas keluar neto dari akuisisi entitas anak
3.593.636
10
227
Purchase consideration through cash payment Cash in banks of BEI Net cash outflow from acquisition of subsidiary
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM (lanjutan)
1.
c. Struktur Perusahaan dan Entitas Anak (lanjutan)
GENERAL (continued) c. The Company and Subsidiaries’ structure (continued)
BEI (lanjutan)
BEI (continued)
Berdasarkan Akta Notaris Vincent Sugeng Fajar S.H., M.Kn., No. 16 tanggal 28 Januari 2014, yang telah mendapat persetujuan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-14454.AH.01.02.Tahun 2014 tanggal 30 April 2014, BEI telah meningkatkan modal disetor menjadi sebesar Rp23.500.000, sehingga kepemilikan Perusahaan di BEI menjadi sebesar Rp23.499.000 atau 99,9957%.
In accordance with Notarial Deed No. 16 dated January 28, 2014 of Vincent Sugeng Fajar S.H., M.Kn., which was approved by the Ministry of Laws and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU14454.AH.01.02.Tahun 2014 dated April 30, 2014, BEI has increased the share capital to become Rp23,500,000, resulting in share ownership of the Company in BEI to become Rp23,499,000 or 99.9957%.
DHM
DHM
Berdasarkan Akta Vincent Sugeng Fajar S.H., M.Kn., No. 31 tanggal 11 Maret 2014, Perusahaan mendirikan PT Duta Hotel Manajemen (DHM), yang bergerak dalam bidang pariwisata perhotelan. Pendirian DHM tersebut telah mendapat persetujuan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-10.06671.PENDIRIAN-PT.2014 tanggal 18 Maret 2014. Modal yang telah disetor sebesar Rp4.000.000 berasal dari Perusahaan dan Tuan Hartadi Angkosubroto masing-masing sebesar Rp3.999.000 dan Rp1.000, sehingga kepemilikan Perusahaan dan Tuan Hartadi Angkosubroto masingmasing sebesar 99,98% dan 0,02%.
In accordance with Notarial Deed of Vincent Sugeng Fajar S.H., M.Kn., No. 31 dated March 11, 2014, the Company established PT Duta Hotel Manajemen (DHM), which is engaged in tourism hospitality. The establishment of DHM was approved by the Ministry of Laws and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-10.06671.PENDIRIAN-PT.2014 dated March 18, 2014. The share capital of Rp4,000,000 was subscribed by the Company and Mr. Hartadi Angkosubroto at Rp3,999,000 and Rp1,000, respectively, resulting in share ownership of 99.98% and 0.02%, respectively.
PA
PA
Pada tanggal 15 Oktober 2014, Perusahaan mendirikan Primary Assets Pte. Ltd. yang berkedudukan di Singapura. Perusahaan memiliki 1 (satu) lembar saham dengan nilai nominal AS$1 yang mewakili kepemilikan sebesar 100% di Primary Assets Pte. Ltd.
On October 15, 2014, the Company established Primary Assets Pte. Ltd., located in Singapore. The Company owned 1 (one) share with nominal value of US$1 which represents 100% ownership in Primary Assets Pte. Ltd.
DA
DA
Pada tanggal 15 Oktober 2014, Primary Assets Pte. Ltd. mendirikan Diversified Assets Pte. Ltd. yang juga berkedudukan di Singapura. Primary Assets Pte. Ltd. memiliki 1 (satu) lembar saham dengan nilai nominal AS$1 yang mewakili kepemilikan sebesar 100% di Diversified Assets Pte. Ltd.
On October 15, 2014, Primary Assets Pte. Ltd. established Diversified Assets Pte. Ltd., also located in Singapore. Primary Assets Pte. Ltd. owned 1 (one) share with nominal value of US$1 which represents 100% ownership in Diversified Assets Pte. Ltd.
11
228
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM (lanjutan)
1.
d. Dewan Komisaris, informasi lainnya
dan
Direksi
Susunan Dewan Komisaris dan Perusahaan adalah sebagai berikut:
GENERAL (continued)
dan
d. Boards of Commissioners, and Directors and other informations
Direksi
The composition of the Company’s Boards of Commissioners and Directors is as follows:
31 Desember 2014, 2013 dan 2012/December 31, 2014, 2013 and 2012
Presiden Komisaris Komisaris Komisaris Independen
: : :
Hartadi Angkosubroto Johanna Zakaria Fred Perry Martono
: : :
President Commissioner Commissioner Independent Commissioner
: : : :
President Director Director Director Independent Director
: : : : :
President Director Director Director Director Unaffiliated Director
31 Desember 2014/December 31, 2014
Presiden Direktur Direktur Direktur Direktur Independen
: : : :
Ventje Chandraputra Suardana Randy Angkosubroto Hadi Siswanto Timotius Hadiwibawa
31 Desember 2013 dan 2012/December 31, 2013 and 2012
Presiden Direktur Direktur Direktur Direktur Direktur tidak terafiliasi
: : : : :
Ventje Chandraputra Suardana Randy Angkosubroto Timotius Hadiwibawa Hadi Siswanto Anthony Charles Gooley
The composition of the Company’s committee is as follows:
Susunan komite audit Perusahaan adalah sebagai berikut:
audit
31 Desember 2014, 2013 dan 2012/December 31, 2014, 2013 and 2012
Ketua Anggota Anggota
: : :
Fred Perry Martono Elisabeth Puji Lestari Ananda Surja
: : :
Chairman Member Member
The Company’s Head of Internal Audit and Corporate Secretary are as follows:
Kepala Audit Internal dan Sekretaris Perusahaan adalah sebagai berikut:
31 Desember 2014/December 31, 2014
Kepala Audit Internal
:
Jerry Siswanto
:
Head of Internal Audit
:
Head of Internal Audit
:
Corporate Secretary
:
Corporate Secretary
31 Desember 2013 dan 2012/December 31, 2013 and 2012
Kepala Audit Internal
:
Jasenta Tati Alam
31 Desember 2014 dan 2013/December 31, 2014 and 2013
Sekretaris Perusahaan
:
Aka Permata 31 Desember 2012/December 31, 2012
Sekretaris Perusahaan
:
Greg Toreh
As of December 31, 2014, the Group has a total of 557 permanent employees (December 31, 2013: 571 and December 31, 2012: 595) (unaudited).
Pada tanggal 31 Desember 2014, Kelompok Usaha mempunyai 557 orang karyawan tetap (31 Desember 2013: 571 dan 31 Desember 2012: 595) (tidak diaudit). 12
229
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
1.
2.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
UMUM (lanjutan)
1.
GENERAL (continued)
e. Penyajian, penyelesaian dan penerbitan laporan keuangan konsolidasian
e. Preparation, completion and issuance of consolidated financial statements
Manajemen Perusahaan bertanggung jawab atas penyusunan dan penyajian wajar atas laporan keuangan konsolidasian ini yang telah diselesaikan dan disetujui untuk diterbitkan oleh Direksi Perusahaan pada tanggal 20 Maret 2015. Laporan keuangan konsolidasian ini telah disusun untuk dicantumkan dalam dokumen penawaran sehubungan dengan rencana penawaran efek utang Perusahaan di Bursa Efek Singapura.
The management of the Company is responsible for the preparation and fair presentation of these consolidated financial statements, which were completed and authorized for issuance by the Board of Directors of the Company on March 20, 2015. These consolidated financial statements have been prepared for inclusion in the offering document in connection with the proposed offering of the debt securities of the Company on Singapore Exchange.
IKHTISAR SIGNIFIKAN
KEBIJAKAN
a. Dasar penyusunan konsolidasian
laporan
AKUNTANSI
2.
keuangan
SUMMARY POLICIES
OF
SIGNIFICANT
a. Basis of preparation financial statements
of
ACCOUNTING
consolidated
Laporan keuangan konsolidasian telah disusun dan disajikan sesuai dengan Standar Akuntansi Keuangan di Indonesia (“SAK”), yang mencakup Pernyataan dan Interpretasi yang dikeluarkan oleh Dewan Standar Akuntansi Keuangan Ikatan Akuntan Indonesia dan Peraturan BAPEPAM-LK No. VIII.G.7, Lampiran KEP-347/BL/2012 tanggal 25 Juni 2012 mengenai “Penyajian dan Pengungkapan Laporan Keuangan Emiten atau Perusahaan Publik”.
The consolidated financial statements have been prepared and presented in accordance with Indonesian Financial Accounting Standards (“SAK”), which comprise the Statements and Interpretations issued by the Board of Financial Accounting Standards of the Indonesian Institute of Accountants and the BAPEPAM-LK Regulation No. VIII.G.7, Attachment KEP347/BL/2012 dated June 25, 2012 concerning “The Listed Company’s Financial Statement Presentation and Disclosures”.
Kebijakan akuntansi yang diterapkan dalam penyusunan laporan keuangan konsolidasian selaras dengan kebijakan akuntansi yang diterapkan dalam penyusunan laporan keuangan konsolidasian Kelompok Usaha untuk tahun yang berakhir pada tanggal 31 Desember 2013 dan 2012.
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those adopted in the preparation of the Group’s consolidated financial statements for the year ended December 31, 2013 and 2012.
Laporan keuangan konsolidasian, kecuali laporan arus kas konsolidasian, disusun berdasarkan konsep akrual dengan menggunakan konsep biaya historis, kecuali beberapa akun yang diukur dengan dasar sebagaimana disebutkan dalam catatan atas laporan keuangan konsolidasian yang relevan.
The consolidated financial statements, except for the consolidated statement of cash flows, have been prepared on the accrual basis, using the historical cost concept of accounting except for certain accounts which are measured on the basis as disclosed in the relevant notes to the consolidated financial statements herein.
Laporan arus kas konsolidasian disusun dengan menggunakan metode langsung dengan mengelompokkan arus kas dalam aktivitas operasi, investasi dan pendanaan.
The consolidated statement of cash flows is prepared using the direct method, which classifies the cash flows into operating, investing and financing activities.
Tahun buku Kelompok Usaha adalah tanggal 1 Januari sampai dengan 31 Desember.
The financial reporting period of the Group is January 1 to December 31.
13
230
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) a. Dasar penyusunan laporan konsolidasian (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
keuangan
a. Basis of preparation of the consolidated financial statements (continued)
Seluruh angka dalam laporan keuangan konsolidasian ini dibulatkan menjadi dan disajikan dalam ribuan Rupiah terdekat, kecuali dinyatakan lain.
All figures in the consolidated financial statements are rounded to and stated in thousands of Indonesian Rupiah, unless otherwise stated.
Mata uang penyajian yang digunakan dalam penyusunan laporan keuangan konsolidasian adalah Rupiah, yang merupakan mata uang fungsional Perusahaan dan entitas anaknya. Tiap entitas dalam Kelompok Usaha menentukan mata uang fungsionalnya masingmasing dan mengukur transaksinya dalam mata uang fungsional tersebut.
The presentation currency used in the preparation of the consolidated financial statements is Indonesian Rupiah, which is the functional currency of the Company and its subsidiaries. Each entity in the Group determines its own functional currency and measures its transactions in its respective functional currency.
b. Prinsip-prinsip konsolidasian
b. Principles of consolidation
Laporan keuangan konsolidasian meliputi laporan keuangan Perusahaan dan entitas anaknya, seperti yang disebutkan pada Catatan 1c, yang dimiliki oleh Perusahaan dengan kepemilikan saham lebih dari 50%.
The consolidated financial statements include the financial statements of the Company and its subsidiaries, mentioned in Note 1c, in which the Company maintains share ownership of more than 50%.
Seluruh akun dan transaksi antar perusahaan yang material, termasuk laba atau rugi yang belum direalisasi, jika ada, telah dieliminasi untuk mencerminkan posisi keuangan dan hasil operasi Kelompok Usaha sebagai satu kesatuan usaha.
All significant intercompany account balances and transactions, if any, including any unrealized profit or loss, have been eliminated to reflect the financial position and results of operations of the Group as a single business entity.
Entitas anak dikonsolidasi secara penuh sejak tanggal akuisisi, yaitu tanggal Perusahaan memperoleh pengendalian, sampai dengan tanggal entitas induk kehilangan pengendalian. Pengendalian dianggap ada ketika Perusahaan memiliki secara langsung atau tidak langsung melalui entitas anak, lebih dari setengah kekuasaan suara entitas.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtained control until the date of such control ceases. Control is presumed to exist if the Company owns directly or indirectly through subsidiaries more than half of the voting power of an entity.
Kerugian entitas anak yang tidak dimiliki secara penuh diatribusikan pada kepentingan nonpengendali (”KNP”) bahkan jika hal ini mengakibatkan KNP mempunyai saldo defisit.
Losses of a non-wholly owned subsidiaries are attributed to the non-controlling interests (“NCI”) even if that results in a deficit balance.
Suatu pengendalian atas suatu entitas anak lain dianggap ada bilamana entitas induk menguasai lebih dari lima puluh persen (50%) hak suara, atau entitas induk dapat menentukan kebijakan keuangan dan operasi entitas anak, atau mempunyai kemampuan untuk memberhentikan atau menunjuk mayoritas Direksi entitas anak, atau mampu menguasai suara mayoritas dalam rapat pengurus.
Control over a subsidiary is presumed to exist where more than 50% of the subsidiary’s voting power is controlled by the parent, or the parent has the ability to control the financial and operating policies of the subsidiary, or has the ability to remove or appoint the majority of the subsidiary’s Board of Directors, or control the majority vote during management meeting.
14
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
b. Prinsip-prinsip konsolidasian (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
b. Principles of consolidation (continued)
Pengendalian juga ada ketika entitas induk memiliki setengah atau kurang kekuasaan suara suatu entitas jika terdapat:
Control also exists when the parent owns half or less of the voting power of an entity when there is:
i.
kekuasaan yang melebihi setengah hak suara sesuai perjanjian dengan investor lain; ii. kekuasaan untuk mengatur kebijakan keuangan dan operasional entitas berdasarkan anggaran dasar atau perjanjian; iii. kekuasaan untuk menunjuk atau mengganti sebagian besar direksi, dewan komisaris atau organ pengatur setara dan mengendalikan entitas melalui direksi atau organ tersebut; atau iv. kekuasaan untuk memberikan suara mayoritas pada rapat Direksi dan Dewan Komisioner atau organ pengatur setara dan mengendalikan entitas melalui Direksi dan Komisaris atau organ tersebut.
i.
Dalam hal pengendalian terhadap entitas anak dimulai atau diakhiri dalam suatu tahun berjalan, maka hasil usaha entitas anak yang diperhitungkan ke dalam laporan keuangan konsolidasian hanya sebatas hasil pada saat pengendalian tersebut mulai diperoleh atau hingga saat pengendalian itu berakhir.
In the term of control over subsidiaries, either began or ceased during the year, the result of operations of that subsidiary is included in the consolidated financial statements only from the date that the control has commenced or up to the date that the control has ceased.
Jika kehilangan pengendalian atas suatu entitas anak, maka Kelompok Usaha:
If the Group loses control over a subsidiary, it:
i.
i.
ii.
iii.
iv. v. vi.
power over more than half of the voting rights by virtue of an agreement with other investors; ii. power to govern the financial and operating policies of the entity under a statute or an agreement; iii. power to appoint or remove the majority of the members of the board of directors and commissioners or equivalent governing body and control of the entity is by that boards or body; or iv. power to cast the majority of votes at meetings of the Board of Directors and Commissioners or equivalent governing body and control of the entity is by that Boards of Directors and Commissioners or body.
derecognizes the assets (including goodwill) and liabilities of the subsidiary; ii. derecognizes the carrying amount of any non-controlling interest, if any;
menghentikan pengakuan aset (termasuk goodwill) dan liabilitas entitas anak; menghentikan pengakuan jumlah tercatat setiap kepentingan nonpengendali, bila ada; menghentikan pengakuan akumulasi selisih penjabaran, yang dicatat di ekuitas, bila ada; mengakui nilai wajar pembayaran yang diterima; mengakui setiap sisa investasi pada nilai wajarnya; mengakui setiap perbedaan yang dihasilkan sebagai keuntungan atau kerugian dalam laba rugi; dan
iii. derecognizes the cumulative translation differences, recorded in equity, if any; iv. recognizes the fair value of the consideration received; v. recognizes the fair value of any investment retained; vi. recognizes any surplus or deficit in profit or loss; and
15
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
b. Prinsip-prinsip konsolidasian (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
b. Principles of consolidation (continued)
vii. mereklasifikasi bagian induk atas komponen yang sebelumnya diakui sebagai pendapatan komprehensif lainnya ke laba rugi komprehensif, atau mengalihkan secara langsung ke saldo laba.
vii. reclassifies the parent’s shares of components previously recognized in other comprehensive income to profit or loss or directly to retained earnings, as appropriate.
Perubahan dalam bagian kepemilikan entitas induk pada entitas anak yang tidak mengakibatkan hilangnya pengendalian dicatat sebagai transaksi ekuitas (dalam hal ini transaksi dengan pemilik dalam kapasitasnya sebagai pemilik).
Changes in the parent entity’s ownership in a subsidiary which does not effect to loses of control is recorded as equity transaction (in this case the transaction with owner in their capacity as owner).
Dalam keadaan tersebut, nilai tercatat kepentingan pengendali dan nonpengendali disesuaikan untuk mencerminkan perubahan bagian relatifnya atas entitas anak. Setiap perbedaan antara jumlah kepentingan nonpengendali disesuaikan dan nilai wajar imbalan yang diberikan atau diterima diakui secara langsung dalam ekuitas dan diatribusikan pada pemilik entitas induk dalam akun selisih transaksi dengan pihak nonpengendali.
In such condition, the carrying value of controlling and non-controlling interest are adjusted to reflect the changes in the relative portion of a subsidiary. Any difference between the amount of non-controlling interests are adjusted and the fair value paid or received is recognized directly in equity and attributed to owners of the parent in different in value transaction with non-controlling interest.
KNP mencerminkan bagian atas laba atau rugi dan aset neto dari entitas anak yang tidak dapat diatribusikan secara langsung maupun tidak langsung pada Perusahaan, yang masing-masing disajikan dalam laporan laba rugi komprehensif konsolidasian dan dalam ekuitas pada laporan posisi keuangan konsolidasian, terpisah dari bagian yang dapat diatribusikan kepada pemilik entitas induk.
NCI represents the portion of the profit or loss and net assets of the subsidiaries not attributable to equity interests that are owned directly or indirectly by the Company, which are presented in the consolidated statements of comprehensive income and under the equity section of the consolidated statements of financial position, respectively, separately from the corresponding portion attributable to the equity holders of the parent entity.
c. Kombinasi bisnis
c. Business combination Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at fair value on acquisition date and the amount of any NCI in the acquiree. For each business combination, the acquirer measures the NCI in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are directly expensed and included in administrative expenses.
Kombinasi bisnis dicatat dengan menggunakan metode akuisisi. Biaya perolehan dari sebuah akuisisi diukur pada nilai agregat imbalan yang dialihkan, diukur pada nilai wajar pada tanggal akuisisi dan jumlah setiap KNP pada pihak yang diakuisisi. Untuk setiap kombinasi bisnis, pihak pengakuisisi mengukur KNP pada pihak yang diakuisisi baik pada nilai wajar ataupun pada proporsi kepemilikan KNP atas aset neto yang teridentifikasi dari pihak yang diakuisisi. Biayabiaya akuisisi yang timbul dibebankan langsung dan dimasukkan dalam beban administrasi. 16
233
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
c. Kombinasi bisnis (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
c. Business combination (continued)
Ketika melakukan akuisisi atas sebuah bisnis, Kelompok Usaha mengklasifikasikan dan menentukan aset keuangan yang diperoleh dan liabilitas keuangan yang diambil alih berdasarkan pada persyaratan kontraktual, kondisi ekonomi dan kondisi terkait lain yang ada pada tanggal akuisisi. Hal ini termasuk pemisahan derivatif melekat dalam kontrak utama oleh pihak yang diakuisisi.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Dalam suatu kombinasi bisnis yang dilakukan secara bertahap, pihak pengakuisisi mengukur kembali kepentingan ekuitas yang dimiliki sebelumnya pada pihak yang diakuisisi pada nilai wajar pada tanggal akuisisi dan mengakui keuntungan atau kerugian yang dihasilkan sebagai laba rugi dalam laporan laba rugi komprehensif konsolidasian.
If the business combination is achieved in stages, the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date and is recognized as gain or loss in the consolidated statements of comprehensive income.
Imbalan kontinjensi yang dialihkan oleh pihak pengakuisisi diakui pada nilai wajar pada tanggal akuisisi. Perubahan nilai wajar atas imbalan kontinjensi setelah tanggal akuisisi yang diklasifikasikan sebagai aset atau liabilitas, akan diakui dalam komponen laba rugi atau pendapatan komprehensif lain sesuai dengan PSAK No. 55 (Revisi 2011), “Instrumen Keuangan: Pengakuan dan Pengukuran”. Jika diklasifikasikan sebagai ekuitas, imbalan kontinjensi tidak diukur kembali dan penyelesaian selanjutnya diperhitungkan dalam ekuitas.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized either in profit and loss or other comprehensive income in accordance with PSAK No. 55 (Revised 2011), “Financial Instruments: Recognition and Measurement”. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Pada tanggal akuisisi, goodwill awalnya diukur pada harga perolehan yang merupakan selisih lebih nilai agregat dari imbalan yang dialihkan dan jumlah setiap KNP atas selisih jumlah dari aset teridentifikasi yang diperoleh dan liabilitas yang diambil alih. Jika imbalan tersebut kurang dari nilai wajar aset neto entitas anak yang diakuisisi, selisih tersebut diakui dalam laba rugi.
At acquisition date, goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for NCI over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.
Setelah pengakuan awal, goodwill diukur pada jumlah tercatat dikurangi akumulasi kerugian penurunan nilai. Untuk tujuan uji penurunan nilai, goodwill yang diperoleh dari suatu kombinasi bisnis, sejak tanggal akuisisi dialokasikan kepada setiap Unit Penghasil Kas
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination, from the acquisition date, is allocated to each of the Group’s Cash Generating Units (“CGU”) that are
17
234
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
c. Kombinasi bisnis (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
c. Business combination (continued)
(“UPK”) dari Kelompok Usaha yang diharapkan akan memberikan manfaat dari sinergi kombinasi tersebut, terlepas dari apakah aset atau liabilitas lain dari pihak yang diakuisisi ditetapkan atas UPK tersebut.
expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Jika goodwill telah dialokasikan pada suatu UPK dan operasi tertentu atas unit tersebut dihentikan, maka goodwill yang diasosiasikan dengan operasi yang dihentikan tersebut termasuk dalam jumlah tercatat operasi tersebut ketika menentukan keuntungan atau kerugian dari pelepasan. Goodwill yang dilepaskan tersebut diukur berdasarkan nilai relatif operasi yang dihentikan dan porsi UPK yang ditahan.
If goodwill has been allocated as part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the CGU retained.
d. Kas dan setara kas
d. Cash and cash equivalents Cash and cash equivalents comprise of cash on hand and in banks and short-term deposits with original maturity period of three months or less at the time of placements, not restricted for use and readily convertible to cash, and are subject to insignificant risk of changes in value, and not used as collateral for loans and other credit facility. Cash in banks and time deposits pledged as collateral for loans and other credit facility are presented as “Other Non-current Financial Assets”.
Kas dan setara kas terdiri atas kas dan bank dan deposito berjangka dengan jangka waktu tiga bulan atau kurang sejak saat penempatan, yang tidak dibatasi penggunaannya dan dapat segera dijadikan kas tanpa terjadi perubahan nilai yang signifikan, dan tidak digunakan sebagai jaminan atas pinjaman dan perjanjian fasilitas kredit lainnya. Kas di bank dan deposito berjangka yang digunakan sebagai jaminan atas pinjaman dan perjanjian fasilitas kredit lainnya disajikan sebagai “Aset Keuangan Tidak Lancar Lainnya”. e. Biaya dibayar di muka
e. Prepaid expenses Prepaid expenses are amortized and charged to the consolidated statements of comprehensive income over the periods benefited. The longterm portion of prepaid expenses are presented as part of “Other Non-current Assets” account in the consolidated statements of financial position.
Biaya dibayar di muka diamortisasi dan dibebankan pada laporan laba rugi komprehensif konsolidasian selama masa manfaatnya. Bagian jangka panjang dari biaya dibayar di muka disajikan sebagai bagian dari akun “Aset Tidak Lancar Lain-Lain” pada laporan posisi keuangan konsolidasian.
18
235
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments
Aset keuangan
Financial assets
Pengakuan dan Pengukuran Awal
Initial Recognition and Measurement
Aset keuangan diklasifikasikan sebagai salah satu dari aset keuangan yang diukur pada nilai wajar melalui laba rugi, pinjaman yang diberikan dan piutang, investasi dimiliki hingga jatuh tempo, dan aset keuangan tersedia untuk dijual, mana yang sesuai. Kelompok Usaha menetapkan klasifikasi aset keuangan pada pengakuan awal dan, jika diperbolehkan dan sesuai, akan melakukan evaluasi atas klasifikasi ini pada setiap akhir tahun keuangan.
Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale (AFS) financial assets, as appropriate. The Group determines the classification of its financial assets at initial recognition and, where allowed and appropriate, evaluates this designation at each financial year end.
Pada saat pengakuan awalnya, aset keuangan diukur pada nilai wajar. Aset keuangan yang tidak diukur pada nilai wajar melalui laporan laba rugi, diukur pada nilai wajar ditambah dengan biaya transaksi yang dapat diatribusikan secara langsung.
When financial assets are recognized initially, they are measured at fair value. Financial assets that are not measured at fair value through profit or loss, are measured at fair value with the addition of directly attributable transaction costs.
Aset keuangan Kelompok Usaha terdiri dari kas dan setara kas, piutang usaha, piutang lain-lain dan aset keuangan tidak lancar lainnya, yang diklasifikasikan sebagai pinjaman yang diberikan dan piutang, sedangkan efek tersedia untuk dijual diklasifikasikan sebagai aset keuangan tersedia untuk dijual dan dicatat pada nilai pasar.
The Group’s financial assets consisting of cash and cash equivalents, trade receivables, other receivables and other non-current financial assets, are classified as loans and receivables, while available-for-sale securities is classified as available-for-sale financial assets and carried at market value.
Pengukuran selanjutnya
Subsequent measurement
Pinjaman yang diberikan dan piutang adalah aset keuangan non-derivatif dengan pembayaran tetap atau telah ditentukan dan tidak memiliki kuotasi di pasar aktif. Setelah pengakuan awal, aset tersebut dicatat pada biaya perolehan diamortisasi dengan menggunakan metode suku bunga efektif (”SBE”), dan keuntungan atau kerugian terkait diakui pada laba rugi ketika pinjaman yang diberikan dan piutang dihentikan pengakuannya atau mengalami penurunan nilai, atau melalui proses amortisasi.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition, such assets are carried at amortized cost using the effective interest rate (“EIR”) method, and the related gains or losses are recognized in profit or loss when the loans and receivables are derecognized or impaired, as well as through the amortization process.
19
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Aset keuangan (lanjutan)
Financial assets (continued)
Pengukuran selanjutnya (lanjutan)
Subsequent measurement (continued)
Cadangan atas jumlah yang tidak tertagih dicatat bila ada bukti yang objektif bahwa Kelompok Usaha tidak akan dapat menagih piutang tersebut. Piutang tidak tertagih dihapuskan pada saat teridentifikasi. Rincian lebih lanjut tentang kebijakan akuntansi untuk penurunan nilai aset keuangan diungkapkan pada paragraf-paragraf berikutnya yang relevan pada Catatan ini.
An allowance is made for uncollectible amounts when there is objective evidence that the Group will not be able to collect the receivables. Bad debts are written-off when identified. Further details of the accounting policy for impairment of financial assets are disclosed in the relevant succeeding paragraphs under this Note.
Aset keuangan tersedia untuk dijual adalah aset keuangan non derivatif yang ditetapkan sebagai tersedia untuk dijual. Setelah pengukuran awal, aset keuangan tersedia untuk dijual diukur pada nilai wajar dengan laba atau rugi yang belum direalisasi diakui sebagai pendapatan komprehensif lain dalam “Laba (Rugi) yang Belum Direalisasi atas Perubahan Nilai Pasar Efek Tersedia untuk Dijual” sampai investasi tersebut dihentikan pengakuannya.
AFS financial assets are non-derivative financial assets that are designated as AFS. After initial measurement, AFS financial assets are measured at fair value with unrealized gains or losses recognized as other comprehensive income in the “Unrealized Gain (Loss) on Changes in Market Value of Available-for-sale Securities” account until the investment is derecognized.
Penghentian pengakuan
Derecognition
Penghentian pengakuan atas suatu aset keuangan, atau, bila dapat diterapkan untuk bagian dari aset keuangan atau bagian dari kelompok aset keuangan serupa, terjadi bila: i. hak kontraktual untuk menerima arus kas yang berasal dari aset keuangan tersebut berakhir; atau ii. Kelompok Usaha mentransfer hak kontraktual untuk menerima arus kas yang berasal dari aset keuangan tersebut atau menanggung kewajiban untuk membayar arus kas yang diterima tersebut tanpa penundaan yang signifikan kepada pihak ketiga melalui suatu kesepakatan penyerahan (pass-through) dan apabila: (a) secara substansial mentransfer seluruh risiko dan manfaat atas kepemilikan aset keuangan tersebut; atau (b) secara substansial tidak mentransfer dan tidak mempertahankan seluruh risiko dan manfaat atas kepemilikan aset keuangan tersebut, namun telah mentransfer pengendalian atas aset keuangan tersebut.
A financial asset, or, where applicable a part of a financial asset or part of a group of similar financial assets, is derecognized when: i. the contractual rights to receive cash flows from the financial asset have expired; or ii. the Group has transferred its contractual rights to receive cash flows from the financial asset or has assumed an obligation to pay them in full without material delay to a third party under a pass-through arrangement and either: (a) has transferred substantially all the risks and rewards of the financial asset; or (b) has neither transferred nor retained substantially all the risks and rewards of the financial asset, but has transferred control of the financial asset.
20
237
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Aset keuangan (lanjutan)
Financial assets (continued)
Penghentian pengakuan (lanjutan)
Derecognition (continued)
Apabila Kelompok Usaha mentransfer hak untuk menerima arus kas yang berasal dari aset keuangan atau mengadakan kesepakatan penyerahan (pass-through), atau tidak mentransfer maupun tidak mempertahankan secara substansi seluruh risiko dan manfaat atas aset keuangan tersebut namun telah mentransfer pengendalian atas aset keuangan tersebut, maka suatu aset keuangan baru diakui oleh Kelompok Usaha sebesar keterlibatannya yang berkelanjutan dengan aset keuangan tersebut.
Where the Group has transferred its rights to receive cash flows from a financial asset or has entered into a pass-through arrangement, or has neither transferred nor retained substantially all the risks and rewards of the financial asset but has transferred control of the financial asset, a new financial asset is recognized to the extent of the Group’s continuing involvement in the asset.
Keterlibatan berkelanjutan yang berbentuk pemberian jaminan atas aset yang ditransfer diukur sebesar jumlah terendah antara nilai tercatat aset yang ditransfer dan nilai maksimal pembayaran yang diterima yang mungkin harus dibayar kembali oleh Kelompok Usaha.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration received that might be required to be repaid by the Group.
Dalam hal ini, Kelompok Usaha juga mengakui liabilitas terkait. Aset yang ditransfer dan liabilitas terkait diukur atas dasar yang menggambarkan hak dan kewajiban Kelompok Usaha yang ditahan.
In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects retained the rights and obligations of the Group.
Pada saat penghentian pengakuan atas aset keuangan secara keseluruhan, maka selisih antara nilai tercatat dan jumlah dari (i) pembayaran yang diterima, termasuk aset baru yang diperoleh dikurangi dengan liabilitas baru yang ditanggung; dan (ii) keuntungan atau kerugian kumulatif yang telah diakui secara langsung dalam ekuitas, harus diakui pada laba rugi.
Upon derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of (i) the consideration received, including any new asset obtained less any new liability assumed; and (ii) any cumulative gain or loss that has been recognized directly in equity, must be recognized in profit or loss.
Penurunan nilai
Impairment
Pada setiap tanggal pelaporan, Kelompok Usaha mengevaluasi apakah terdapat bukti yang objektif bahwa aset keuangan atau kelompok aset keuangan mengalami penurunan nilai. Penurunan nilai atas aset keuangan atau kelompok aset keuangan dianggap telah terjadi, jika dan hanya jika, terdapat bukti yang objektif mengenai
The Group assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset
21
238
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Aset keuangan (lanjutan)
Financial assets (continued)
Penurunan nilai (lanjutan)
Impairment (continued)
penurunan nilai sebagai akibat dari satu atau lebih peristiwa yang terjadi setelah pengakuan awal aset tersebut (peristiwa kerugian), dan peristiwa kerugian tersebut berdampak pada estimasi arus kas masa depan aset keuangan atau kelompok aset keuangan yang dapat diestimasi secara andal.
(loss event) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Bukti penurunan nilai dapat meliputi indikasi pihak peminjam atau kelompok peminjam mengalami kesulitan keuangan signifikan, wanprestasi atau tunggakan pembayaran bunga atau pokok, terdapat kemungkinan bahwa pihak peminjam akan dinyatakan pailit atau melakukan reorganisasi keuangan lainnya dan pada saat data yang dapat diobservasi mengindikasikan adanya penurunan yang dapat diukur atas estimasi arus kas masa datang, seperti meningkatnya tunggakan atau kondisi ekonomi yang berkorelasi dengan wanprestasi.
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and when observable data indicate that there is a measurable decrease in the estimated future cash flows, such as increase in arrears or economic conditions that correlate with defaults.
Aset keuangan yang dicatat pada biaya perolehan yang diamortisasi
Financial assets carried at amortized cost
Untuk pinjaman yang diberikan dan piutang yang dicatat pada biaya perolehan yang diamortisasi, Kelompok Usaha pertama kali secara individual menentukan bahwa terdapat bukti objektif mengenai penurunan nilai atas aset keuangan yang signifikan secara individual, atau secara kolektif untuk aset keuangan yang tidak signifikan secara individual.
For loans and receivables carried at amortized cost, the Group first assesses individually whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant.
Jika Kelompok Usaha menentukan tidak terdapat bukti objektif mengenai penurunan nilai atas aset keuangan yang dinilai secara individual, terlepas aset keuangan tersebut signifikan atau tidak, maka Kelompok Usaha memasukkan aset tersebut ke dalam kelompok aset keuangan yang memiliki karakteristik risiko kredit yang sejenis dan menilai penurunan nilai kelompok tersebut secara kolektif. Aset yang penurunan nilainya dinilai secara individual dan untuk itu kerugian penurunan nilai diakui atau tetap diakui, tidak termasuk dalam penilaian atau penurunan nilai secara kolektif.
If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment or impairment.
22
239
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Aset keuangan (lanjutan)
Financial assets (continued)
Penurunan nilai (lanjutan)
Impairment (continued)
Aset keuangan yang dicatat pada biaya perolehan yang diamortisasi (lanjutan)
Financial assets carried at amortized cost (continued)
Jika terdapat bukti objektif bahwa kerugian penurunan nilai telah terjadi, jumlah kerugian tersebut diukur sebagai selisih antara nilai tercatat aset dengan nilai kini estimasi arus kas masa datang (tidak termasuk kerugian kredit di masa mendatang yang belum terjadi). Nilai kini estimasi arus kas masa datang didiskonto menggunakan SBE awal dari aset keuangan tersebut. Jika pinjaman yang diberikan atau piutang memiliki suku bunga variabel, tingkat diskonto untuk mengukur kerugian penurunan nilai adalah SBE terkini.
When there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). The present value of the estimated future cash flows is discounted at the financial asset’s original EIR. If a loan or receivable has a variable interest rate, the discount rate for measuring impairment loss is the current EIR.
Nilai tercatat aset keuangan dikurangi melalui penggunaan akun cadangan dan jumlah kerugian tersebut diakui secara langsung dalam laporan laba rugi komprehensif konsolidasian. Pendapatan bunga terus diakui atas nilai tercatat yang telah dikurangi tersebut berdasarkan suku bunga yang digunakan untuk mendiskontokan arus kas masa depan dengan tujuan untuk mengukur kerugian penurunan nilai. Pinjaman yang diberikan dan piutang beserta dengan cadangan terkait dihapuskan jika tidak terdapat kemungkinan yang realistis atas pemulihan di masa mendatang dan seluruh agunan, jika ada, sudah direalisasi atau ditransfer kepada Kelompok Usaha.
The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is directly recognized in the consolidated statements of comprehensive income. Interest income continues to be accrued on the reduced carrying amount based on the rate of interest used to discount future cash flows for the purpose of measuring impairment loss. Loans and receivables, together with the associated allowance, are written off when there is no realistic prospect of future recovery and all collaterals, if any, have been realized or transferred to the Group.
Jika, dalam tahun berikutnya, nilai estimasi kerugian penurunan nilai aset keuangan bertambah atau berkurang yang dikarenakan peristiwa yang terjadi setelah penurunan nilai diakui, maka kerugian penurunan nilai yang sebelumnya diakui ditambahkan atau dikurangi (dipulihkan) dengan menyesuaikan akun cadangan. Pemulihan tersebut tidak boleh mengakibatkan nilai tercatat aset keuangan melebihi biaya perolehan diamortisasi yang seharusnya jika penurunan nilai tidak diakui pada tanggal pemulihan dilakukan. Jika penghapusan nantinya terpulihkan, jumlah pemulihan aset keuangan diakui pada laba rugi.
If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced (recovered) by adjusting the allowance account. The reversal may not result in a carrying amount of the financial asset exceeding the amortized cost that should be charged if the impairment were not recognized at the date of the impairment is reversed. If a future write-off is later recovered, the recovery is recognized in profit or loss.
23
240
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Aset keuangan (lanjutan)
Financial assets (continued)
Penurunan nilai (lanjutan)
Impairment (continued)
Aset keuangan yang tersedia untuk dijual
AFS financial assets
Dalam hal investasi ekuitas diklasifikasikan sebagai aset keuangan yang tersedia untuk dijual, bukti obyektif akan termasuk penurunan nilai wajar yang signifikan dan berkepanjangan di bawah nilai perolehan investasi tersebut. Ketika terdapat bukti penurunan nilai, kerugian kumulatif - yang diukur sebagai selisih antara biaya perolehan dan nilai wajar kini, dikurangi kerugian penurunan nilai investasi yang sebelumnya diakui pada pendapatan komprehensif lainnya - direklasifikasikan dari ekuitas ke dalam laba rugi. Kerugian penurunan nilai atas investasi ekuitas tidak dihapuskan melalui laba rugi, sedangkan peningkatan nilai wajar setelah penurunan nilai diakui dalam ekuitas.
In the case of equity investment classified as an AFS financial asset, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. When there is evidence of impairment, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in other comprehensive income - is reclassified from equity to profit or loss. Impairment losses on equity investments are not reversed through profit or loss, increases in their fair value after impairment are recognized in equity.
Dalam hal instrumen utang yang diklasifikasikan sebagai aset keuangan tersedia untuk dijual, penurunan nilai dinilai berdasarkan kriteria yang sama dengan aset keuangan yang dicatat sebesar biaya perolehan diamortisasi. Pendapatan bunga masa depan didasarkan pada nilai tercatat dikurangi dan diakui berdasarkan suku bunga yang digunakan untuk mendiskontokan arus kas masa depan dengan tujuan untuk mengukur kerugian penurunan nilai. Akrual tersebut dicatat sebagai bagian dari "Pendapatan bunga" dalam laporan laba rugi komprehensif konsolidasian. Jika, pada tahun berikutnya, nilai wajar instrumen utang meningkat dan peningkatan tersebut dapat secara obyektif dihubungkan dengan peristiwa yang terjadi setelah penurunan nilai diakui dalam laba rugi, maka kerugian penurunan nilai tersebut harus dipulihkan melalui laba rugi.
In the case of debt instruments classified as AFS investments, impairment is assessed based on the same criteria as financial assets carried at amortized cost. Future interest income is based on the reduced carrying amount and is accrued based on the rate of interest used to discount future cash flows for the purpose of measuring impairment loss. Such accrual is recorded as part of “Interest income” in the consolidated statements of comprehensive income. If, in subsequent year, the fair value of a debt instrument increased and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through profit or loss.
24
241
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Liabilitas keuangan
Financial liabilities
Pengakuan dan pengukuran awal
Initial recognition and measurement
Liabilitas keuangan diklasifikasikan sebagai liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi, liabilitas keuangan yang diukur dengan biaya diamortisasi, atau derivatif yang ditetapkan sebagai instrumen lindung nilai dalam lindung nilai yang efektif, mana yang sesuai. Pada tanggal pelaporan, Kelompok Usaha tidak memiliki liabilitas keuangan selain yang diklasifikasikan sebagai liabilitas keuangan yang diukur dengan biaya diamortisasi. Kelompok Usaha menetapkan klasifikasi atas liabilitas keuangan pada saat pengakuan awal.
Financial liabilities are classified as financial liabilities at fair value through profit or loss, financial liabilities at amortized cost, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. As of the reporting date, the Group has no financial liabilities other than those classified as financial liabilities at amortized cost. The Group determines the classification of its financial liabilities upon initial recognition.
Pengakuan awal liabilitas keuangan yang diukur dengan biaya diamortisasi dicatat pada nilai wajar ditambah biaya transaksi yang dapat diatribusikan secara langsung.
Financial liabilities at amortized cost are initially recognized at their fair values with the addition of directly attributable transaction costs.
Liabilitas keuangan Kelompok Usaha terdiri dari utang bank, utang obligasi, utang usaha, utang lain-lain, utang dividen, uang jaminan penyewa dan beban akrual diklasifikasikan sebagai liabilitas keuangan yang diukur dengan biaya diamortisasi.
The Group’s financial liabilities consist of bank loans, bonds payable, trade payables, other payables, dividends payables, tenant deposits and accrued expenses which are classified as financial liabilities at amortized cost.
Pengukuran selanjutnya
Subsequent measurement
Setelah pengakuan awal, utang dan pinjaman yang dikenakan bunga diukur pada biaya perolehan diamortisasi dengan menggunakan metode SBE.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method.
Pada tanggal pelaporan, beban bunga yang masih harus dibayar dicatat secara terpisah dari pokok pinjaman terkait dalam bagian liabilitas lancar. Keuntungan atau kerugian harus diakui dalam laba rugi ketika liabilitas tersebut dihentikan pengakuannya serta melalui proses amortisasi SBE.
At the reporting dates, accrued interest is recorded separately from the associated borrowings within the current liabilities section. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Biaya perolehan diamortisasi dihitung dengan mempertimbangkan diskonto atau premium atas perolehan dan komisi atau biaya yang merupakan bagian tidak terpisahkan dari SBE. Amortisasi SBE dicatat sebagai beban pembiayaan dalam laba rugi.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortization is included in finance expenses in profit or loss.
25
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Liabilitas keuangan (lanjutan)
Financial liabilities (continued)
Pengukuran selanjutnya (lanjutan)
Subsequent measurement (continued)
Liabilitas untuk utang usaha, utang surat berharga, utang dividen, utang lain-lain lancar dan beban akrual dinyatakan sebesar jumlah tercatat (jumlah nosional) yang kurang lebih sebesar nilai wajarnya.
Liabilities for trade payables, commercial papers, dividend payable, other current payable and accrued expenses are stated at carrying amounts (nominal amounts), which approximate their fair value.
Penghentian pengakuan
Derecognition
Suatu liabilitas keuangan dihentikan pengakuannya ketika kewajiban yang ditetapkan dalam kontrak dihentikan atau dibatalkan atau kadaluarsa.
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or has expired.
Ketika liabilitas keuangan awal digantikan dengan liabilitas keuangan lain dari pemberi pinjaman yang sama dengan ketentuan yang berbeda secara substansial, atau modifikasi secara substansial atas liabilitas keuangan yang saat ini ada, maka pertukaran atau modifikasi tersebut dicatat sebagai penghapusan liabilitas keuangan awal dan pengakuan liabilitas keuangan baru dan selisih antara nilai tercatat liabilitas keuangan tersebut diakui dalam laba rugi.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
Saling hapus instrumen keuangan
Offsetting of financial instruments
Aset keuangan dan liabilitas keuangan saling hapus dan nilai netonya disajikan dalam laporan posisi keuangan konsolidasian jika, dan hanya jika, terdapat hak yang berkekuatan hukum untuk melakukan saling hapus atas jumlah yang telah diakui dari aset keuangan dan liabilitas keuangan tersebut dan terdapat intensi untuk menyelesaikan dengan menggunakan dasar neto, atau untuk merealisasikan aset dan menyelesaikan liabilitasnya secara bersamaan.
Financial assets and financial liabilities are offset and the net amount reported in the consolidated statements of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
26
243
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) f.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Instrumen keuangan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) f.
ACCOUNTING
Financial instruments (continued)
Nilai wajar instrumen keuangan
Fair value of financial instruments
Nilai wajar instrumen keuangan yang diperdagangkan di pasar aktif pada setiap tanggal pelaporan ditentukan dengan mengacu pada kuotasi harga pasar atau kuotasi harga pedagang efek (harga penawaran untuk posisi beli dan harga permintaan untuk posisi jual), tidak termasuk pengurangan apapun untuk biaya transaksi.
The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotation (bid price for long position and ask price for short position), without any deduction for transaction costs.
Untuk instrumen keuangan yang tidak diperdagangkan di pasar aktif, nilai wajar ditentukan dengan menggunakan teknik penilaian yang diperbolehkan oleh PSAK No. 55 (Revisi 2011) antara lain meliputi penggunaan transaksi pasar wajar yang terkini; referensi nilai wajar terkini dari instrumen lain yang secara substansial sama; analisis arus kas yang didiskonto atau model penilaian lainnya.
For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques permitted by PSAK No. 55 (Revised 2011) such as using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.
Bila nilai wajar instrumen keuangan yang tidak diperdagangkan di pasar aktif tidak dapat ditentukan secara handal, aset keuangan tersebut diakui dan diukur pada nilai tercatatnya.
When the fair value of the financial instruments not traded in an active market cannot be reliably determined, such financial assets are recognized and measured at their carrying amounts.
g. Transaksi dengan pihak-pihak berelasi
g. Transactions with related parties
dengan
A party is considered to be related to the Group if:
a. langsung, atau tidak langsung yang melalui satu atau lebih perantara, suatu pihak (i) mengendalikan, atau dikendalikan oleh, atau berada di bawah pengendalian bersama, dengan Kelompok Usaha; (ii) memiliki kepentingan dalam Kelompok Usaha yang memberikan pengaruh signifikan atas Kelompok Usaha; atau (iii) memiliki pengendalian bersama atas Kelompok Usaha; b. suatu pihak yang berelasi dengan Kelompok Usaha; c. suatu pihak adalah ventura bersama di mana Kelompok Usaha sebagai venturer; d. suatu pihak adalah anggota dari personil manajemen kunci Kelompok Usaha atau induk;
a. directly, or indirectly through one or more intermediaries, the party (i) controls, or controlled by, or is under common control, with the Group; (ii) has an interest in the Group that gives its significant influence over the Group; or, (iii) has joint control over the Group;
Suatu pihak dianggap Kelompok Usaha jika:
berelasi
b. the party is an associate of the Group; c. the party is a joint venture in which the Group is a venturer; d. the party is a member of the key management personnel of the Group or its parent;
27
244
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) g. Transaksi (lanjutan)
dengan
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
pihak-pihak
2.
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
berelasi
g. Transactions with related parties (continued)
e. suatu pihak adalah anggota keluarga dekat dari individu yang diuraikan dalam butir (a) atau (d); f. suatu pihak adalah entitas yang dikendalikan, dikendalikan bersama atau dipengaruhi signifikan oleh atau untuk di mana hak suara signifikan pada beberapa entitas, langsung maupun tidak langsung, individu seperti diuraikan dalam butir (d) atau (e); atau g. suatu pihak adalah suatu program imbalan pasca kerja untuk imbalan kerja dari Kelompok Usaha atau entitas yang terkait dengan Kelompok Usaha.
e. the party is a close member of the family of any individual referred to in point (a) or (d);
Transaksi dengan pihak-pihak berelasi dilakukan berdasarkan persyaratan yang disetujui oleh kedua belah pihak.
Transactions with related parties are made based on terms and conditions agreed by the parties.
Seluruh transaksi dan saldo yang signifikan dengan pihak-pihak berelasi diungkapkan dalam Catatan atas laporan keuangan konsolidasian yang relevan.
All significant transactions and balances with related parties are disclosed in the relevant Notes to the consolidated financial statements herein.
f.
the party is an entity that is controlled, jointly controlled or significantly influenced by or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in point (d) or (e); or
g. the party is a post employment benefit plan for the benefit of employees of the Group, or of any entity that is a related party of the Group.
h. Persediaan
h. Inventories Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Cost is determined using the average method. The cost of inventories comprises the accumulated costs incurred in relation to the construction of apartments, and office building projects, including the cost of land and borrowing costs that are directly attributable to the construction. The cost of land development, including land which is used for roads and infrastructure, is allocated using saleable area.
Persediaan dinyatakan sebesar nilai terendah antara biaya perolehan dan nilai realisasi neto (the lower of cost or net realizable value). Nilai realisasi neto adalah estimasi harga jual dalam kegiatan usaha biasa dikurangi estimasi biaya penyelesaian untuk membuat penjualan. Biaya perolehan ditentukan dengan metode rata-rata. Nilai persediaan meliputi seluruh akumulasi biaya yang terjadi dalam rangka penyelesaian bangunan apartemen, dan gedung perkantoran, termasuk harga tanah dan biaya pinjaman yang dapat diatribusikan langsung dengan pembangunan. Biaya pengembangan tanah, termasuk tanah yang digunakan untuk jalan dan infrastruktur, dialokasikan dengan menggunakan luas area yang dapat dijual.
28
245
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) i.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Properti investasi
SUMMARY OF SIGNIFICANT POLICIES (continued) i.
ACCOUNTING
Investment properties
Properti investasi dinyatakan sebesar biaya perolehan termasuk biaya transaksi dikurangi akumulasi penyusutan dan penurunan nilai, jika ada, kecuali tanah yang tidak disusutkan. Jumlah tercatat termasuk bagian biaya penggantian dari properti investasi yang ada pada saat terjadinya biaya, jika kriteria pengakuan terpenuhi, dan tidak termasuk biaya harian penggunaan properti investasi. Biaya pengurusan legal hak atas tanah dalam bentuk Hak Guna Usaha (HGU), Hak Guna Bangunan (HGB) dan Hak Pakai (HP) ketika tanah diperoleh pertama kali diakui sebagai bagian dari biaya perolehan tanah dan tidak diamortisasi. Sementara biaya pengurusan atas perpanjangan atau pembaruan legal hak atas tanah diakui sebagai bagian dari beban tangguhan dalam “Aset Lain-Lain, neto” pada laporan posisi keuangan konsolidasian dan diamortisasi sepanjang mana yang lebih pendek antara umur hukum hak dan umur ekonomi tanah.
Investment properties are stated at cost including transaction cost less accumulated depreciation and impairment loss, if any, except for land which is not depreciated. Such cost includes the cost of replacing part of the investment properties, if the recognition criteria are met, and excludes the daily expenses on their usage. The legal cost of land rights in the form of Business Usage Rights (Hak Guna Usaha or HGU), Building Usage Right (Hak Guna Bangunan or HGB) and Usage Rights (Hak Pakai or HP) when the land is initially acquired are recognized as part of the cost of the land and not amortized. Meanwhile, the extension or the legal renewal costs of land are recognized as part of deferred charges account in “Other Assets, net” in the consolidated statements of financial position and are amortized over the shorter of the rights' legal life and land's economic life.
Biaya-biaya yang dikeluarkan untuk membangun gedung di atas tanah milik pihak ketiga, dimana Kelompok Usaha memiliki hak atas pengelolaan bangunan-bangunan tersebut selama jangka waktu 20 (dua puluh) sampai 30 (tiga puluh) tahun, dikapitalisasi ke dalam biaya perolehan bangunan.
Costs associated with the construction of buildings on plots of land owned by third parties, whereby the Group has the right to operate such buildings over a period of 20 (twenty) to 30 (thirty) years, are capitalized to the cost.
Properti investasi Kelompok Usaha terdiri dari tanah, bangunan dan prasarana yang dikuasai Kelompok Usaha untuk menghasilkan sewa atau untuk kenaikan nilai atau kedua-duanya, dan tidak untuk digunakan dalam produksi atau penyediaan barang atau jasa untuk tujuan administratif atau dijual dalam kegiatan usaha sehari-hari.
Investment properties of the Group consist of land, building and infrastructures held by the Group to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes or sale in the ordinary course of business.
Penyusutan bangunan dihitung dengan menggunakan metode garis lurus selama masa manfaat ekonomisnya berkisar antara 20 (dua puluh) sampai dengan 30 (tiga puluh) tahun.
Depreciation of buildings are computed using the straight-line method over the estimated useful lives ranging from 20 (twenty) to 30 (thirty) years.
29
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) i.
j.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Properti investasi (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) i.
ACCOUNTING
Investment properties (continued)
Bangunan yang merupakan bangunan dalam rangka bangun, kelola dan alih disusutkan dengan menggunakan metode garis lurus (straight-line method) selama jangka waktu perjanjian bangun, kelola dan alih.
Building which represent building under build, operate and transfer arrangements are depreciated using the straight-line method over the term of the build, operate and transfer agreements.
Properti investasi dihentikan pengakuannya pada saat pelepasan atau ketika properti investasi tersebut tidak digunakan lagi secara permanen dan tidak memiliki manfaat ekonomis di masa depan yang dapat diharapkan pada saat pelepasannya. Laba atau rugi yang timbul dari penghentian atau pelepasan properti investasi diakui dalam laba rugi dalam tahun terjadinya penghentian atau pelepasan tersebut.
An investment property should be derecognized on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses arising from the retirement or disposal of investment property is credited or charged to profit or loss in the year the asset is derecognized.
Pemindahan ke properti investasi dilakukan jika, dan hanya jika, terdapat perubahan penggunaan yang ditunjukkan dengan berakhirnya pemakaian oleh pemilik, dimulainya sewa operasi ke pihak lain atau selesainya pembangunan atau pengembangan.
Transfers to investment properties should be made when, and only when, there is a change in use, evidenced by the end of owner-occupation, commencement of an operating lease to another party or end of construction or development.
Pemindahan dari properti investasi dilakukan jika, dan hanya jika, terdapat perubahan penggunaan yang ditunjukkan dengan dimulainya penggunaan oleh pemilik atau dimulainya pengembangan untuk dijual.
Transfers from investment properties should be made when, and only when, there is a change in use, evidenced by the commencement of owner-occupation or commencement of development with a view to sell.
Untuk pemindahan dari properti investasi ke properti yang digunakan sendiri, Kelompok Usaha menggunakan metode biaya pada tanggal perubahan penggunaan. Jika properti yang digunakan menjadi properti investasi, Kelompok Usaha mencatat properti investasi tersebut sesuai dengan kebijakan aset tetap sampai dengan saat tanggal terakhir perubahan penggunaannya.
For a transfer from investment property to owner-occupied property, the Group uses the cost method at the date of change in use. If an owner-occupied property becomes an investment property, the Group shall record the investment property in accordance with the fixed assets policies up to the date of change in use.
Aset tetap
j.
Fixed assets Fixed assets are initially recognized at cost, which comprises their purchase price and any cost directly attributable in bringing the assets to their working condition and to the location where they are intended to be used. Capitalization of costs in relation to construction in progress are disclosed in Note 2k.
Aset tetap pada awalnya dinyatakan sebesar biaya perolehan, yang terdiri atas harga perolehan dan biaya-biaya tambahan yang dapat diatribusikan langsung untuk membawa aset ke lokasi dan kondisi yang diinginkan agar aset siap digunakan. Kapitalisasi biaya terkait dengan proyek dalam pelaksanaan diungkapkan pada Catatan 2k.
30
247
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) j.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
Aset tetap (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued) j.
ACCOUNTING
Fixed assets (continued)
Setelah pengakuan awal, aset tetap dinyatakan sebesar biaya perolehan dikurangi akumulasi penyusutan, amortisasi, dan kerugian penurunan nilai.
Subsequent to initial recognition, fixed assets are carried at cost less any subsequent accumulated depreciation, amortization, and impairment losses.
Penyusutan aset dimulai pada saat aset tersebut siap untuk digunakan sesuai maksud penggunaannya. Aset tetap disusutkan dengan menggunakan metode saldo menurun ganda (double declining method), dengan tarif sebagai berikut:
Depreciation of an asset starts when it is available for its intended use. Fixed assets are depreciated using the double declining method at the following rates:
Tarif/Rates Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan
25% - 50% 25% - 50% 25% - 50%
Utility equipment Office furniture and fixtures Transportation equipment
Jumlah tercatat aset tetap dihentikan pengakuannya pada saat dilepaskan atau saat tidak ada manfaat ekonomis masa depan yang diharapkan dari penggunaan atau pelepasannya. Laba atau rugi yang timbul dari penghentian pengakuan aset (dihitung sebagai perbedaan antara jumlah neto hasil pelepasan dan jumlah tercatat dari aset) dimasukkan dalam laba rugi pada tahun aset tersebut dihentikan pengakuannya.
An item of fixed assets is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognized.
Pada setiap akhir periode pelaporan, nilai residu, umur manfaat dan metode penyusutan di-reviu oleh manajemen Kelompok Usaha, dan jika sesuai dengan keadaan, disesuaikan secara prospektif.
The residual values, useful lives and methods of depreciation of fixed assets are reviewed by the Group’s management, and adjusted prospectively if appropriate, at each reporting period.
Penilaian atas nilai tercatat aset dilakukan atas penurunan dan kemungkinan penurunan nilai tercatat aset jika terjadi peristiwa atau perubahan keadaan yang mengindikasikan bahwa nilai tercatat mungkin tidak dapat seluruhnya terealisasi.
The carrying amounts of assets are reviewed for impairment and possible impairment on its carrying value when events or changes in circumstances indicate that their carrying values may not be fully recoverable.
Beban pemeliharaan dan perbaikan dibebankan pada laba rugi pada saat terjadinya. Beban pemugaran dan penambahan dalam jumlah besar dikapitalisasi kepada nilai tercatat aset tetap terkait bila besar kemungkinan manfaat ekonomi masa depan menjadi lebih besar dari standar kinerja awal yang ditetapkan sebelumnya bagi Kelompok Usaha dan disusutkan sepanjang sisa masa manfaat aset tetap terkait, jika ada.
Repairs and maintenance expenses are taken to profit or loss when these are incurred. The cost of major renovation and restoration is included in the carrying amount of the related fixed asset and when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group, and is depreciated over the remaining useful life of the related asset, if any.
31
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
k. Proyek dalam pelaksanaan
SUMMARY OF SIGNIFICANT POLICIES (continued) k. Construction in progress
Construction in progress is stated at cost. Costs include acquisition cost of land and accumulated construction costs including borrowing costs (Note 2m). Construction in progress comprises construction intended to be fixed assets or investment properties when the allotment for completion and construction can not be reliably determined at the reporting date. When the construction is completed and ready for use, the total cost incurred will be reclassified to appropriate “Fixed Assets” or “Investment Properties” account.
Proyek dalam pelaksanaan dinyatakan berdasarkan biaya perolehan. Biaya perolehan termasuk biaya perolehan tanah dan akumulasi biaya pembangunan termasuk biaya pinjaman (Catatan 2m). Proyek dalam pelaksanaan meliputi pembangunan yang diperuntukkan untuk menjadi aset tetap atau properti investasi pada saat penyelesaiannya dan pembangunan yang belum dapat ditentukan secara andal pembagian peruntukkannya pada saat tanggal pelaporan. Pada saat pembangunan tersebut selesai dan siap untuk digunakan, jumlah biaya yang terjadi diklasifikasikan kembali ke akun “Aset Tetap” atau “Properti Investasi” yang bersangkutan. l.
ACCOUNTING
Tanah untuk pengembangan
l.
Land for development
Tanah untuk pengembangan dinyatakan sebesar nilai yang lebih rendah antara biaya perolehan dan nilai realisasi bersih.
Land for development is stated at cost or net realizable value, whichever is lower.
Biaya perolehan tanah untuk pengembangan, yang terdiri dari biaya pra-perolehan dan perolehan tanah. Biaya perolehan tanah akan dipindahkan ke tanah dan bangunan yang sedang dalam pembangunan pada saat tanah tersebut siap dibangun.
The cost of land for development consists of pre-acquisition and acquisition cost of land. The cost of land will be transferred to land and building under construction when the land is ready for development.
m. Biaya pinjaman
m. Borrowing cost Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of the related asset. Otherwise, borrowing costs are recognized as expenses when incurred. Net financing cost capitalized as part of the acquisition, development and construction cost of land and buildings consists of interest expense, bank charges, including swap costs/income (if any), which are attributable to principal loan for the asset construction and amortized transaction cost of loans which are measured based on PSAK No. 55 (Revised 2011), and foreign exchange differences arising from foreign currency borrowings to the extent that they are regarded as adjustment to interest costs.
Biaya pinjaman yang dapat diatribusikan langsung dengan perolehan, pembangunan atau pembuatan aset kualifikasian dikapitalisasi sebagai bagian biaya perolehan aset tersebut. Biaya pinjaman lainnya diakui sebagai beban pada saat terjadi. Biaya pinjaman neto yang dikapitalisasi sebagai bagian dari biaya perolehan, pengembangan dan pembangunan tanah dan bangunan terdiri dari beban bunga, beban bank, termasuk biaya/pendapatan swap valuta asing (jika ada), yang terkait dengan pinjaman pokok untuk pembangunan aset, dan amortisasi biaya transaksi atas pinjaman yang diukur berdasarkan PSAK No. 55 (Revisi 2011) dan selisih kurs yang berasal dari pinjaman dalam mata uang asing sepanjang selisih kurs tersebut diperlakukan sebagai penyesuaian atas biaya bunga.
32
249
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
m. Biaya pinjaman (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
m. Borrowing cost (continued) Capitalization of borrowing costs commences when the activities to prepare the qualifying asset for its intended use are in progress, and the expenditures for the qualifying asset and the borrowing costs have been incurred. Capitalization of borrowing costs ceases when substantially all the activities necessary to prepare the qualifying assets are completed for their intended use.
Kapitalisasi biaya pinjaman dimulai pada saat aktivitas yang diperlukan untuk mempersiapkan aset agar dapat digunakan sesuai dengan maksudnya, dan pengeluaran untuk aset kualifikasian dan biaya pinjamannya telah terjadi. Kapitalisasi biaya pinjaman dihentikan pada saat selesainya secara substansi seluruh aktivitas yang diperlukan untuk mempersiapkan aset kualifikasian agar dapat digunakan sesuai dengan maksudnya. n. Penurunan nilai aset non-keuangan
n. Impairment of non-financial assets
Pada setiap akhir periode pelaporan, Kelompok Usaha menilai apakah terdapat indikasi suatu aset mengalami penurunan nilai. Jika terdapat indikasi tersebut atau pada saat pengujian tahunan atas penurunan nilai aset tertentu (yaitu aset tak berwujud dengan umur manfaat tidak terbatas, aset tak berwujud yang belum dapat digunakan, atau goodwill yang diperoleh dalam suatu kombinasi bisnis) diperlukan, maka Kelompok Usaha membuat estimasi atas jumlah terpulihkan aset tersebut.
The Group assesses at each annual reporting period whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset (i.e. an intangible asset with an indefinite useful live, an intangible asset not yet available for use, or goodwill acquired in a business combination) is required, the Group makes an estimate of the asset’s recoverable amount.
Jumlah terpulihkan yang ditentukan untuk aset individual adalah jumlah yang lebih tinggi antara nilai wajar dari aset atau unit penghasil kas (“UPK”) dikurangi biaya untuk menjual dan nilai pakainya, kecuali aset tersebut tidak menghasilkan arus kas masuk yang sebagian besar independen dari aset atau kelompok aset lain. Jika nilai tercatat aset lebih besar daripada nilai terpulihkannya, maka aset tersebut dianggap mengalami penurunan nilai dan nilai tercatat aset diturunkan menjadi sebesar nilai terpulihkannya. Dalam menghitung nilai pakai, estimasi arus kas masa depan neto didiskontokan ke nilai kini dengan menggunakan tingkat diskonto sebelum pajak yang menggambarkan penilaian pasar kini atas nilai waktu uang dan risiko spesifik aset.
An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (“CGU’s”) fair value less costs to sell and its value in use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated net future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Dalam menentukan nilai wajar dikurangi biaya untuk menjual, digunakan harga penawaran pasar terakhir, jika tersedia. Jika tidak terdapat transaksi tersebut, Kelompok Usaha menggunakan model penilaian yang sesuai untuk menentukan nilai wajar aset. Perhitungan-perhitungan ini dikuatkan oleh pengali penilaian atau indikator nilai wajar yang tersedia.
In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used to determine the fair value of the assets. These calculations are corroborated by valuation multiples or other available fair value indicators.
33
250
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan) n. Penurunan (lanjutan)
nilai
aset
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
non-keuangan
SUMMARY OF SIGNIFICANT POLICIES (continued) n. Impairment (continued)
of
ACCOUNTING
non-financial
assets
Kerugian penurunan nilai dari operasi yang berkelanjutan, jika ada, diakui pada laba rugi sesuai dengan kategori biaya yang konsisten dengan fungsi aset yang diturunkan nilainya.
Impairment losses of continuing operations, if any, are recognized in profit or loss under expense categories that are consistent with the functions of the impaired assets.
Penilaian dilakukan pada akhir setiap periode pelaporan tahunan untuk menentukan apakah terdapat indikasi bahwa rugi penurunan nilai yang telah diakui dalam periode sebelumnya untuk aset selain goodwill mungkin tidak ada lagi atau mungkin telah menurun. Jika indikasi dimaksud ditemukan, maka entitas mengestimasi jumlah terpulihkan aset tersebut. Kerugian penurunan nilai yang telah diakui dalam periode sebelumnya untuk aset selain goodwill dibalik hanya jika terdapat perubahan asumsi-asumsi yang digunakan untuk menentukan jumlah terpulihkan aset tersebut sejak rugi penurunan nilai terakhir diakui. Dalam hal ini, jumlah tercatat aset dinaikkan ke jumlah terpulihkannya. Pembalikan tersebut dibatasi sehingga jumlah tercatat aset tidak melebihi jumlah terpulihkannya maupun jumlah tercatat, neto setelah penyusutan, seandainya tidak ada rugi penurunan nilai yang telah diakui untuk aset tersebut pada tahun sebelumnya. Pembalikan rugi penurunan nilai diakui dalam laba rugi. Setelah pembalikan tersebut, penyusutan aset tersebut disesuaikan di periode mendatang untuk mengalokasikan jumlah tercatat aset yang direvisi, dikurangi nilai sisanya, dengan dasar yang sistematis selama sisa umur manfaatnya.
An assessment is made at each annual reporting period as to determine whether there is any indication that previously recognized impairment losses recognized for an asset other than goodwill may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss for an asset other than goodwill is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The reversal is limited so that the carrying amount of the assets does not exceed its recoverable amount or the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Reversal of an impairment loss is recognized in profit or loss. After such a reversal, the depreciation charge on said asset is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
o. Sewa
o. Lease The Group classifies leases based on the extent to which risks and rewards incidental to the ownership of a leased asset are vested upon the lessor or the lessee, and the substance of the transaction rather than the form of the contract, at inception date.
Kelompok Usaha mengklasifikasikan sewa berdasarkan sejauh mana risiko dan manfaat yang terkait dengan kepemilikan aset sewaan berada pada lessor atau lessee, dan pada substansi transaksi daripada bentuk kontraknya, pada tanggal pengakuan awal.
34
251
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
o. Sewa (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
o. Lease (continued)
Sewa operasi - sebagai lessor
Operating lease - as lessor
Dalam sewa operasi, Kelompok Usaha sebagai lessor mengakui aset untuk sewa operasi di laporan posisi keuangan konsolidasian sesuai sifat aset tersebut. Biaya langsung awal sehubungan proses negosiasi sewa operasi ditambahkan ke jumlah tercatat dari aset sewaan dan diakui sebagai beban selama masa sewa dengan dasar yang sama dengan pendapatan sewa. Rental kontinjen, apabila ada, diakui sebagai pendapatan pada periode terjadinya. Pendapatan sewa operasi diakui sebagai pendapatan atas metode garis lurus (straight-line basis) selama masa sewa.
Under an operating lease, the Group as a lessor recognizes assets subject to operating leases in the consolidated statements of financial position according to the nature of the asset. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents, if any, are recognized as revenue in the periods in which they are earned. Lease income from operating leases are recognized as income on a straight-line method over the lease term.
Sewa pembiayaan - sebagai lessee
Finance lease - as lessee
Suatu sewa diklasifikasikan sebagai sewa pembiayaan jika sewa tersebut mengalihkan secara substansial seluruh risiko dan manfaat yang terkait dengan kepemilikan aset sewa. Sewa tersebut dikapitalisasi sejak awal masa sewa sebesar nilai wajar aset sewaan atau sebesar nilai kini dari pembayaran sewa minimum, jika nilai kini lebih rendah dari nilai wajar. Pembayaran sewa minimum harus dipisahkan antara bagian yang merupakan beban keuangan dan bagian yang merupakan pelunasan liabilitas, sedemikian rupa sehingga menghasilkan suatu tingkat suku bunga periodik yang konstan atas saldo liabilitas. Beban keuangan dibebankan langsung pada laba rugi.
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the leased assets. Such leases are capitalized at the inception of the lease at the fair value of the leased assets or, if lower, at the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of liability. Finance charges are charged directly to profit or loss.
Jika terdapat kepastian yang memadai bahwa lessee akan mendapatkan hak kepemilikan pada akhir masa sewa, aset sewaan disusutkan selama masa pakai aset yang diestimasi berdasarkan umur manfaat aset tersebut. Jika tidak terdapat kepastian tersebut, maka aset sewaan disusutkan selama periode yang lebih pendek antara umur manfaat aset sewaan atau masa sewa. Laba atau rugi yang timbul dari transaksi jual dan sewa kembali ditangguhkan dan diamortisasi selama masa sewa.
If there is a reasonable certainty that the lessee will obtain ownership by the end of the lease term, then, the leased assets are depreciated over their useful life which is estimated based on their useful life. If not, then the capitalized leased assets are depreciated over the shorter of the useful life of the asset or the lease term. Gain or loss on a sale and finance leaseback transaction is deferred and amortized over the lease term.
35
252
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
p. Pengakuan pendapatan dan beban
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
p. Revenue and expense recognition
Pendapatan sewa dan jasa diakui sesuai dengan masa sewa. Uang sewa dan pendapatan jasa yang diterima di muka namun belum jatuh tempo dikelompokkan dalam “Pendapatan Diterima di Muka” pada laporan posisi keuangan konsolidasian. Pembebanan lainnya ke penyewa dihitung berdasarkan penggunaan yang sebenarnya dari penyewa.
Revenues from rental and service fees are recognized over the terms of the lease. Rental and service fees received in advance are presented as “Unearned Income” in the consolidated statements of financial position. Other charges to tenants are computed based on the actual usage of tenant.
Pendapatan atas penjualan unit strata apartemen dan gedung kantor diakui dengan metode persentase penyelesaian (percentageof-completion method) apabila seluruh kriteria berikut terpenuhi:
Revenue from the sale of strata-title of apartment and office building units is recognized using percentage-of-completion method if all the following conditions are met:
1) Proses konstruksi telah melampaui tahap awal, yaitu pondasi bangunan telah selesai dan semua persyaratan untuk memulai pembangunan telah dipenuhi;
1) Construction is beyond the preliminary stage, that is the building foundation is completed and all the required conditions to start the construction have been met;
2) Jumlah pembayaran oleh pembeli telah mencapai 20% dari harga jual yang telah disepakati dan jumlah tersebut tidak dapat diminta kembali oleh pembeli; dan
2) Payment from the buyer of at least 20% of the agreed selling price has been made and the buyer is committed to the extent of being unable to require a refund of the payment made; and
3) Jumlah pendapatan penjualan dan biaya unit bangunan dapat diestimasi dengan handal.
3) Aggregate sales proceeds and costs can be reasonably estimated.
Jika seluruh persyaratan di atas belum terpenuhi, hasil penjualan yang telah diterima di muka dicatat sebagai “Pendapatan Diterima di Muka” pada laporan posisi keuangan konsolidasian.
If the above conditions are not met, sales proceeds received in advance are recorded as “Unearned Income” in the consolidated statements of financial position.
Beban yang berhubungan dengan pendapatan yang menggunakan metode persentase penyelesaian diakui sesuai dengan tingkat persentase penyelesaian dari unit strata pada setiap akhir periode.
Expenses related to revenue using the percentage of completion method are recognized based on the percentage of completion of strata title unit at each end of the period.
Beban selain yang berhubungan dengan pendapatan yang menggunakan metode persentase penyelesaian, diakui pada saat terjadinya (basis akrual).
Expenses other than those related to revenue using the percentage of completion method, are recognized when incurred (accrual basis).
36
253
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
q. Transaksi dan saldo dalam mata uang asing
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
q. Foreign currency transactions and balances
Transaksi dalam mata uang asing dicatat dalam Rupiah berdasarkan kurs yang berlaku pada saat transaksi dilakukan. Pada akhir periode pelaporan, aset dan liabilitas moneter dalam mata uang asing dijabarkan sesuai dengan rata-rata kurs jual dan beli yang diterbitkan oleh Bank Indonesia pada tanggal transaksi perbankan terakhir untuk tahun/periode yang bersangkutan, dan laba atau rugi kurs yang timbul, dikreditkan atau dibebankan pada operasi tahun berjalan.
Transactions involving foreign currencies are recorded in Indonesian Rupiah at the rates of exchange prevailing at the time the transactions are made. At the end of reporting period, monetary assets and liabilities denominated in foreign currencies are adjusted to reflect the average of the selling and buying rates of exchange prevailing at the last banking transaction date of the year/period, as published by Bank Indonesia, and any resulting gains or losses are credited or charged to operations of the current year.
Nilai tukar yang digunakan untuk 1 Dolar Amerika Serikat (AS$) adalah sebagai berikut (disajikan dalam angka penuh):
The rate of exchange used for United States Dollar (US$) 1 is as follows (presented in full amount):
31 Desember 2014/ December 31, 2014
AS$1
31 Desember 2013/ December 31, 2013
12.440
12.189
r. Pajak penghasilan
31 Desember 2012/ December 31, 2012
9.670
US$1
r. Income tax
Pajak penghasilan final
Final income tax
Kelompok Usaha menghitung pajak penghasilan berdasarkan Peraturan Menteri Keuangan Republik Indonesia No. 243/PMK.03/2008 tanggal 31 Desember 2008 tentang Pajak Penghasilan atas Penghasilan dari Pengalihan Hak atas Tanah dan/atau Bangunan. Berdasarkan peraturan ini, penghasilan atas transaksi penjualan atau pengalihan hak atas tanah dan/atau bangunan yang diterima atau diperoleh wajib pajak mulai tanggal 1 Januari 2009 akan dikenakan pajak final berdasarkan Undang-undang Pajak Penghasilan yang berlaku. Pajak penghasilan atas pendapatan sewa Kelompok Usaha dihitung berdasarkan tarif pajak final sesuai dengan peraturan perpajakan yang berlaku.
The Group computed their income tax based on the Ministry of Finance of Republic of Indonesia Regulation No. 243/PMK.03/2008 dated December 31, 2008 concerning Income Tax of Income from Transfer of Land and/or Building Titles. Based on this regulation, income from sales transaction or transfer of land and/or building titles earned or obtained by taxpayers since January 1, 2009 shall be subjected to final tax based on the applicable Income Tax Law. Income tax for the Group’s rental income is computed based on final tax rate based on the applicable tax regulation.
Berdasarkan Peraturan Pemerintah No. 5 tanggal 23 Maret 2002, penghasilan dari sewa pusat niaga dikenakan pajak final sebesar 10%, kecuali untuk kontrak sewa yang ditandatangani sebelum peraturan tersebut yang dikenakan pajak 6%.
Based on Government Regulation No. 5 dated March 23, 2002, income from shopping center rental is subject to a final tax of 10%, except for income on rental contracts signed prior to such regulation which is subject to 6%.
37
254
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
r. Pajak penghasilan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
r. Income tax (continued)
Pajak penghasilan final (lanjutan)
Final income tax (continued)
Selisih nilai tercatat aset dan liabilitas yang berhubungan dengan pajak penghasilan final dengan dasar pengenaan pajaknya, tidak diakui sebagai aset atau liabilitas pajak tangguhan.
The differences between the carrying amounts of assets and liabilities related to final income tax and their respective tax bases, are not recognized as deferred tax assets or liabilities.
Selisih antara jumlah pajak penghasilan final yang telah dibayar dengan jumlah yang dibebankan sebagai beban pajak pada perhitungan pada laba rugi diakui sebagai pajak dibayar di muka atau utang pajak.
The difference between the final income tax paid and the amount charged as tax expense in profit or loss is recognized as prepaid tax or tax payable.
Pajak penghasilan tidak final
Non-final income tax
Beban pajak tahun berjalan ditetapkan berdasarkan taksiran laba kena pajak tahun berjalan. Aset dan liabilitas pajak tangguhan diakui atas seluruh perbedaan temporer antara aset dan liabilitas untuk tujuan komersial dan untuk tujuan perpajakan setiap tanggal pelaporan. Peraturan perpajakan yang berlaku atau yang telah secara substantif berlaku pada tanggal laporan posisi keuangan konsolidasian digunakan sebagai dasar untuk menentukan aset dan liabilitas pajak tangguhan.
The current year tax expense is determined based on the estimated taxable income for the year. Deferred tax assets and liabilities are recognized for all temporary differences between the financial and tax reporting of assets and liabilities at each reporting date. The tax rules which are currently enacted or substantively enacted as at consolidated statements of financial position date are used as basis to determine deferred tax assets and liabilities.
Aset pajak tangguhan diakui untuk seluruh perbedaan temporer yang dapat dikurangkan dan saldo rugi fiskal yang belum dikompensasikan apabila besar kemungkinan bahwa jumlah laba fiskal pada masa mendatang akan memadai untuk seluruh perbedaan temporer yang dapat dikurangkan dan saldo rugi fiskal yang belum dikompensasikan.
Deferred tax assets are recognized for all deductible temporary differences and carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and carry forward of unused tax losses can be utilized.
Aset dan liabilitas pajak tangguhan diukur dengan menggunakan tarif pajak yang diharapkan akan berlaku pada tahun saat aset dipulihkan atau liabilitas diselesaikan berdasarkan tarif pajak dan peraturan pajak yang berlaku atau yang telah secara substantif telah berlaku pada tanggal pelaporan.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted as at the reporting date.
38
255
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
r. Pajak penghasilan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
r. Income tax (continued)
Pajak penghasilan tidak final (lanjutan)
Non-final income tax (continued)
Aset pajak tangguhan dan liabilitas pajak tangguhan disaling-hapuskan jika terdapat hak secara hukum untuk melakukan saling hapus antara aset pajak kini terhadap liabilitas pajak kini, atau aset dan liabilitas pajak tangguhan pada entitas yang sama, atau Kelompok Usaha yang bermaksud untuk merealisasikan aset dan menyelesaikan liabilitas lancar berdasarkan jumlah neto.
Deferred tax assets and deferred tax liabilities are offset when a legally enforceable right exists to offset current tax assets against current tax liabilities, or the deferred tax assets and the deferred tax liabilities relate to the same taxable entity, or the Group intends to settle its current assets and liabilities on a net basis.
Penyesuaian atas liabilitas perpajakan diakui saat Surat Ketetapan Pajak diterima, atau jika mengajukan keberatan, pada saat keputusan atas keberatan tersebut telah ditetapkan.
Adjustment to tax obligations is recognized when an assessment is received or if appealed against, when the result of the appeal is determined.
s. Liabilitas imbalan kerja karyawan
s. Employee benefits liability
Saldo penyisihan diestimasi berdasarkan penilaian aktuaria sesuai dengan Undangundang Ketenagakerjaan No. 13/2003 yang menggunakan metode Projected Unit Credit. Penyisihan sehubungan biaya jasa masa lalu ditangguhkan dan diamortisasi selama sisa masa kerja rata-rata yang diharapkan dari karyawan yang memenuhi syarat. Selain itu, penyisihan untuk biaya jasa kini dibebankan langsung pada operasi periode berjalan.
The provisions are estimated based on the actuarial calculations in compliance with Labor Law No. 13/2003 using the Projected Unit Credit method. Provisions made pertaining to past service costs are deferred and amortized over the expected average remaining service years of the qualified employees. On the other hand, provisions for current service costs are directly charged to operations of the current period.
Keuntungan atau kerugian aktuarial yang timbul dari penyesuaian dan perubahan dalam asumsi-asumsi aktuarial diakui sebagai pendapatan atau beban apabila akumulasi keuntungan atau kerugian aktuarial neto yang belum diakui pada akhir periode pelaporan sebelumnya melebihi 10% dari nilai kini kewajiban imbalan pasti pada tanggal tersebut. Keuntungan atau kerugian aktuarial yang melebihi batas 10% tersebut diakui atas dasar metode garis lurus selama rata-rata sisa masa kerja karyawan yang diharapkan.
Actuarial gains or losses arising from experience adjustments and changes in actuarial assumptions are recognized as income or expense when the net cumulative unrecognized actuarial gains or losses at the end of previous reporting period exceed 10% of the present value of defined benefit obligations at that date. The actuarial gains or losses in excess of the said 10% threshold are recognized on a straight-line method over the expected average remaining service years of the qualified employees.
39
256
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
s. Liabilitas imbalan kerja karyawan (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
s. Employee benefit liability (continued) The Group recognizes gains or losses on the curtailment when the curtailment occurs. The gain or loss on curtailment comprises any resulting change in the present value of obligations and any related actuarial gains and losses and past service costs that had not previously been recognized.
Kelompok Usaha mengakui laba atau rugi dari kurtailmen pada saat kurtailmen terjadi. Keuntungan atau kerugian kurtailmen terdiri dari perubahan yang terjadi dalam nilai kini kewajiban dan keuntungan atau kerugian aktuarial dan biaya jasa lalu yang belum diakui sebelumnya. t. Segmen operasi
t. Operating segments
Segmen adalah bagian yang dapat dibedakan dari Kelompok Usaha yang terlibat baik dalam menyediakan produk atau jasa tertentu (segmen usaha), maupun dalam menyediakan produk atau jasa dalam lingkungan ekonomi tertentu (segmen geografis), yang memiliki risiko dan imbalan yang berbeda dengan segmen lainnya.
A segment is a distinguishable component of the Group that is engaged either in providing certain products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
Pendapatan, beban, hasil, aset dan liabilitas segmen termasuk item-item yang dapat diatribusikan langsung kepada suatu segmen serta hal-hal yang dapat dialokasikan dengan dasar yang sesuai kepada segmen tersebut. Segmen ditentukan sebelum saldo dan transaksi antar Kelompok Usaha dieliminasi sebagai bagian dari proses konsolidasi.
Segment revenue, expenses, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis to that segment. They are determined before intragroup balances and intra-group transactions are eliminated as part of consolidation process.
u. Provisi
u. Provision
Provisi diakui jika Kelompok Usaha memiliki liabilitas kini (baik bersifat hukum maupun bersifat konstruktif) sebagai akibat peristiwa masa lalu, besar kemungkinannya penyelesaian liabilitas tersebut mengakibatkan arus keluar sumber daya yang mengandung manfaat ekonomi dan estimasi yang andal mengenai jumlah liabilitas tersebut dapat dibuat.
Provisions are recognized when the Group has a present obligation (legally or constructively) where, as a result of a past event, it is probable that the settlement of the obligation will result in an outflow of resources embodying economic benefits and a reliable estimate of the amount of the obligation can be made.
Provisi ditelaah pada setiap tanggal pelaporan dan disesuaikan untuk mencerminkan estimasi terbaik yang paling kini. Jika arus keluar sumber daya untuk menyelesaikan kewajiban kemungkinan besar tidak terjadi, maka provisi dibalik.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimation. If it is no longer probable that an outflow of resources will be required to settle the obligation, the provision is reversed.
40
257
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
v. Laba per saham
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
v. Earnings per share
Laba per saham dihitung dengan membagi laba tahun berjalan dengan rata-rata tertimbang jumlah saham biasa yang beredar selama tahun yang bersangkutan.
Earnings per share is computed by dividing income for the year by the weighted average number of issued ordinary shares during the year.
Perusahaan tidak mempunyai efek berpotensi saham biasa yang bersifat dilutif pada tanggal 31 Desember 2014, 2013 dan 2012 dan oleh karenanya, laba per saham dilusian tidak dihitung dan disajikan pada laporan laba rugi komprehensif konsolidasian.
The Company has no outstanding dilutive potential ordinary shares as of December 31, 2014, 2013 and 2012, and accordingly, no diluted earnings per share is calculated and presented in the consolidated statements of comprehensive income.
w. Biaya emisi obligasi
w. Bonds issuance costs
Biaya-biaya yang terjadi sehubungan dengan penerbitan obligasi ditangguhkan dan diamortisasi dengan menggunakan metode suku bunga efektif selama jangka waktu obligasi.
Costs incurred in connection with the issuance of bonds are deferred and being amortized using the effective interest rate method over the term of the bonds.
Saldo biaya emisi obligasi ditangguhkan dicatat sebagai pengurang terhadap masingmasing saldo utang obligasi.
The balance of deferred bonds issuance costs is presented as a deduction from the outstanding bonds.
x. Kuasi-reorganisasi
x. Quasi-reorganization
Sesuai dengan PSAK No. 51 (Revisi 2003), “Akuntansi Kuasi-reorganisasi”, kuasireorganisasi merupakan prosedur akuntansi yang mengatur entitas merestrukturisasi ekuitasnya dengan mengeliminasi defisit dan menilai kembali seluruh aset dan liabilitas pada nilai wajar. Dengan melakukan prosedur ini, entitas diharapkan dapat melanjutkan usahanya seperti baru, dengan laporan posisi keuangan konsolidasian yang menunjukkan posisi keuangan yang lebih baik tanpa defisit dari masa lampau.
Pursuant to PSAK No. 51 (Revised 2003), “Accounting for Quasi-reorganization”, a quasireorganization is an accounting procedure which enables an entity to restructure its equity by eliminating its deficit and reappraising all of its assets and liabilities at fair value. By this procedure, the entity is expected to continue its business as if it was a fresh start, with a consolidated statement of financial position showing a better financial position with no past deficit.
Nilai wajar aset dan liabilitas ditentukan berdasarkan nilai pasar. Bila nilai pasar tidak tersedia, estimasi nilai wajar didasarkan pada informasi terbaik yang tersedia. Estimasi nilai wajar dilakukan dengan mempertimbangkan harga aset sejenis dan teknik penilaian yang paling sesuai dengan karakteristik aset dan liabilitas yang bersangkutan, antara lain metode nilai kini dan arus kas diskonto. Kelompok Usaha menentukan nilai wajar aset
The fair values of assets and liabilities are determined based on market values. If the market value is unavailable, the estimated fair value is determined using the best information available. The estimates of the fair values put into consideration prices of the similar type of assets and a valuation technique most suitable to the characteristics of the related assets and liabilities, among others, present value method and discounted cash
41
258
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
x. Kuasi-reorganisasi (lanjutan)
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
x. Quasi-reorganization (continued)
dan liabilitas berdasarkan hasil penilaian dari Penilai Independen.
flows method. The Group determined the fair value of assets and liabilities based on the appraisal result from an Independent Appraiser.
Sesuai dengan PSAK No. 51 (Revisi 2003) tersebut, eliminasi atas saldo defisit terhadap akun-akun ekuitas dilakukan melalui urutan prioritas sebagai berikut: • Cadangan umum (legal reserve); • Cadangan khusus; • Selisih penilaian kembali aset dan liabilitas (termasuk didalamnya selisih revaluasi aset tetap) dan selisih penilaian yang sejenisnya (misalnya, selisih penilaian efek tersedia untuk dijual, selisih transaksi perubahan ekuitas entitas anak/entitas asosiasi dan pendapatan komprehensif lain);
Under the PSAK No. 51 (Revised 2003), the elimination of deficit is applied against equity accounts in the order of priority as follows: • Legal reserve; • Special reserve; • Revaluation increment on assets and liabilities (including the difference arising from revaluation of fixed assets) and the difference arising from similar assessment (for example, changes in market valuation arising from available-forsale securities, difference arising from changes in subsidiaries/associates and other comprehensive income); • Additional paid-in capital and the similar accounts; • Share capital.
•
Tambahan modal dan akun sejenis lainnya;
•
Modal saham.
Seperti yang dijelaskan pada Catatan 39, Kelompok Usaha melakukan kuasireorganisasi pada tanggal 30 Juni 2011 dengan tanggal efektif tanggal 1 Juli 2011 mengikuti persyaratan dari PSAK No. 51 (Revisi 2003) di atas.
As discussed in Note 39, the Group conducted quasi-reorganization as of June 30, 2011 with effective date as of July 1, 2011 following the provision of PSAK No. 51 (Revised 2003).
PSAK No. 51 (Revisi 2003) telah dicabut oleh Pencabutan Pernyataan Standar Akuntansi Keuangan (PPSAK) No. 10, yang telah berlaku efektif sejak tanggal 1 Januari 2013 dimana berdasarkan PPSAK No. 10, saldo selisih penilaian aset yang timbul dari kuasireorganisasi direklasifikasi ke saldo laba.
PSAK No. 51 (Revised 2003) has been revoked by the Revocation Statement of Financial Accounting Standard (PPSAK) No. 10, which has been effective since January 1, 2013 whereby based on PPSAK No. 10, the balance of increment revaluation of assets arising from quasi-reorganization is reclassified to retained earnings.
y. Peristiwa setelah tanggal pelaporan
y. Events after the reporting date Post year-end events that provide additional information about the Group’s financial position at the reporting date (adjusting events), if any, are reflected in the consolidated financial statements. Post year-end events that are not adjusting events are disclosed in the notes to consolidated financial statements when material.
Peristiwa setelah akhir tahun yang memberikan tambahan informasi mengenai posisi keuangan Kelompok Usaha pada tanggal pelaporan (peristiwa penyesuai), jika ada, dicerminkan dalam laporan keuangan konsolidasian. Peristiwa setelah akhir tahun yang bukan peristiwa penyesuai diungkapkan dalam catatan atas laporan keuangan konsolidasian jika material.
42
259
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
SUMMARY OF SIGNIFICANT POLICIES (continued)
ACCOUNTING
z. Standar akuntansi keuangan yang telah diterbitkan tetapi belum berlaku efektif
z. Financial accounting standard issued but not yet effective
Berikut ini adalah beberapa standar akuntansi yang telah disahkan oleh Dewan Standar Akuntansi Keuangan (DSAK) yang dipandang relevan terhadap pelaporan keuangan Kelompok Usaha yang berlaku efektif tahun 2015:
The following are several issued accounting standards by the Indonesian Financial Accounting Standards Board (DSAK) that are considered relevant to the financial reporting of the Group that will be effective for 2015 financial statements:
•
•
PSAK No. 1 (Revisi 2013): Penyajian Laporan Keuangan.
This PSAK changes the grouping of items presented in Other Comprehensive Income. Items that could be reclassified to profit or loss would be presented separately from items that will never be reclassified.
PSAK ini mengubah penyajian kelompok pos-pos dalam Penghasilan Komprehensif Lain. Pos-pos yang akan direklasifikasi ke laba rugi disajikan terpisah dari pos-pos yang tidak akan direklasifikasi ke laba rugi. •
PSAK No. 1 (Revised 2013): Presentation of Financial Statements.
•
PSAK No. 24 (Revisi 2013): Imbalan Kerja.
PSAK No. 24 (Revised 2013): Employee Benefits.
PSAK ini, antara lain, menghapus mekanisme koridor dan pengungkapan atas informasi liabilitas kontinjensi untuk menyederhanakan klarifikasi dan pengungkapan.
This PSAK, among others, removes the corridor mechanism and contingent liability disclosures to simple clarifications and disclosures.
• PSAK No. 46 (Revisi 2014): Pajak
• PSAK No. 46 (Revised 2014): Income Taxes.
Penghasilan.
•
PSAK ini memberikan tambahan pengaturan untuk aset dan liabilitas pajak tangguhan yang berasal dari aset yang tidak disusutkan yang diukur dengan menggunakan model revaluasi, dan yang berasal dari properti investasi yang diukur dengan menggunakan model nilai wajar.
This PSAK now provides additional provision for deferred tax asset or deferred tax liability arising from a non-depreciable asset measured using the revaluation model, and those arising from investment property that is measured using the fair value model.
PSAK No. 48 (Revisi 2014): Penurunan Nilai Aset.
• PSAK No. 48 (Revised 2014): Impairment of Assets.
PSAK ini memberikan tambahan persyaratan pengungkapan untuk setiap aset individual (termasuk goodwill) atau unit penghasil kas yang mana kerugian penurunan nilai telah diakui atau dibalik selama periode.
This PSAK provides additional disclosure terms for each individual asset (including goodwill) or a cash-generating unit, for which an impairment loss has been recognized or reversed during the period.
43
260
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
z. Standar akuntansi keuangan yang telah diterbitkan tetapi belum berlaku efektif (lanjutan) •
•
SUMMARY OF SIGNIFICANT POLICIES (continued)
z. Financial accounting standard issued but not yet effective (continued)
PSAK No. 50 (Revisi 2014): Instrumen Keuangan: Penyajian.
• PSAK No. 50 (Revised 2014): Financial Instruments: Presentation.
PSAK ini mengatur lebih dalam kriteria mengenai hak yang dapat dipaksakan secara hukum untuk melakukan saling hapus atas jumlah yang telah diakui dan kriteria penyelesaian secara neto.
This PSAK provides more deeper criterion on legally enforceable right to set off the recognized amounts and criterion to settle on a net basis. •
PSAK No. 55 (Revisi 2014): Instrumen Keuangan: Pengakuan dan Pengukuran.
PSAK No. 55 (Revised 2014): Financial Instruments: Recognition and Measurement. This PSAK, among others, provides additional provision for the criteria of nonexpiration or non-termination of hedging instrument, and provision to account financial instruments at the measurement date and after initial recognition.
PSAK ini, antara lain, menambah pengaturan kriteria instrumen lindung nilai yang tidak dapat dianggap telah kadaluarsa atau telah dihentikan, serta ketentuan untuk mencatat instrumen keuangan pada tanggal pengukuran dan pada tanggal setelah pengakuan awal. •
•
PSAK No. 60 (2014): Instrumen Keuangan: Pengungkapan.
PSAK No. Konsolidasi.
65:
Laporan
•
Keuangan
PSAK No. Statements.
65:
Consolidated
Financial
This PSAK replaces the portion of PSAK No. 4 (Revised 2009) that addresses the accounting for consolidated financial statements, establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities.
PSAK ini menggantikan porsi PSAK No. 4 (Revisi 2009) yang mengenai pengaturan akuntansi untuk laporan keuangan konsolidasian, menetapkan prinsip penyusunan dan penyajian laporan keuangan konsolidasian ketika entitas mengendalikan satu atau lebih entitas lain. •
PSAK No. 60 (2014): Financial Instruments: Disclosures. This PSAK, among others, provides additional provision on offsetting disclosures with quantitative and qualitative information, and disclosures on transfers of financial instruments.
PSAK ini, antara lain, menambah pengaturan pengungkapan saling hapus dengan informasi kuantitatif dan kualitatif, serta pengungkapan mengenai pengalihan instrumen keuangan. •
ACCOUNTING
• PSAK No. 66: Joint Arrangements.
PSAK No. 66: Pengaturan bersama.
This PSAK replaces PSAK No. 12 (Revised 2009) and ISAK No. 12. This PSAK removes the option to account for jointly controlled entities using proportionate consolidation.
PSAK ini menggantikan PSAK No. 12 (Revisi 2009) dan ISAK No. 12. PSAK ini menghapus opsi metode konsolidasi proporsional untuk mencatat bagian ventura bersama.
44
261
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
2.
IKHTISAR KEBIJAKAN SIGNIFIKAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
AKUNTANSI
2.
z. Standar akuntansi keuangan yang telah diterbitkan tetapi belum berlaku efektif (lanjutan) •
SUMMARY OF SIGNIFICANT POLICIES (continued)
z. Financial accounting standard issued but not yet effective (continued) •
PSAK No. 67: Pengungkapan Kepentingan dalam Entitas Lain.
3.
PSAK No. 67: Disclosure of Interest in Other Entities. This PSAK includes all of the disclosures that were previously in PSAK No. 4 (Revised 2009), PSAK No. 12 (Revised 2009) and PSAK No. 15 (Revised 2009). These disclosures relate to an entity’s interests in other entities.
PSAK ini mencakup semua pengungkapan yang diatur sebelumnya dalam PSAK No. 4 (Revisi 2009), PSAK No. 12 (Revisi 2009) dan PSAK No. 15 (Revisi 2009). Pengungkapan ini terkait dengan kepentingan entitas dalam entitas-entitas lain. •
ACCOUNTING
•
PSAK No. 68: Pengukuran Nilai Wajar.
PSAK No. 68: Fair Value Measurement.
PSAK ini memberikan panduan tentang bagaimana pengukuran nilai wajar ketika nilai wajar disyaratkan atau diizinkan.
This PSAK provides guidance on how to measure fair value when fair value is required or permitted.
Kelompok Usaha sedang mengevaluasi dampak dari standar akuntansi tersebut dan belum menentukan dampaknya terhadap laporan keuangan konsolidasian Kelompok Usaha.
The Group is presently evaluating and has not yet determined the effects of these accounting standards on its consolidated financial statements.
SUMBER ESTIMASI KETIDAKPASTIAN
3.
SOURCE OF ESTIMATION UNCERTAINTY
Penyusunan laporan keuangan konsolidasian Kelompok Usaha mengharuskan manajemen untuk membuat pertimbangan, estimasi dan asumsi yang mempengaruhi jumlah yang dilaporkan atas pendapatan, beban, aset dan liabilitas, dan pengungkapan atas liabilitas kontinjensi, pada akhir periode pelaporan. Ketidakpastian mengenai asumsi dan estimasi tersebut dapat mengakibatkan penyesuaian material terhadap nilai tercatat aset dan liabilitas dalam periode pelaporan berikutnya.
The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. Uncertainty over these assumptions and estimates could result in outcomes that require material adjustments to the carrying amounts of the assets and liabilities affected in future reporting periods.
Pertimbangan
Judgments
Pertimbangan berikut ini dibuat oleh manajemen dalam rangka penerapan kebijakan akuntansi Kelompok Usaha yang memiliki pengaruh paling signifikan atas jumlah yang diakui dalam laporan keuangan konsolidasian:
The following judgments are made by management in the process of applying those of the Group’s accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements:
Penentuan Mata Uang Fungsional
Determination of Functional Currency
Mata uang fungsional dari masing-masing entitas dalam Kelompok Usaha adalah mata uang dari lingkungan ekonomi primer dimana entitas beroperasi. Kelompok Usaha menetapkan mata uang fungsionalnya adalah Rupiah. Mata uang tersebut adalah mata uang yang mempengaruhi pendapatan dan beban dari jasa yang diberikan.
The functional currency of each entity under the Group is the currency of the primary economic environment in which each entity operates. The Group determines that its functional currency is an Indonesian Rupiah. It is the currency that mainly influences the revenue and the cost of rendering services. 45
262
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
3.
SUMBER (lanjutan)
ESTIMASI
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KETIDAKPASTIAN
3.
SOURCE OF (continued)
ESTIMATION
UNCERTAINTY
Pertimbangan (lanjutan)
Judgments (continued)
Klasifikasi aset dan liabilitas keuangan
Classification of financial assets and financial liabilities
Kelompok Usaha menetapkan klasifikasi atas aset dan liabilitas tertentu sebagai aset dan liabilitas keuangan dengan pertimbangan bila definisi yang ditetapkan PSAK No. 55 (Revisi 2011) terpenuhi. Dengan demikian, aset keuangan dan liabilitas keuangan diakui sesuai dengan kebijakan akuntansi Kelompok Usaha seperti diungkapkan pada Catatan 2f.
The Group determines the classification of certain assets and liabilities as financial assets and liabilities by judging if they meet the definitions set out in PSAK No. 55 (Revised 2011). Accordingly, the financial assets and financial liabilities are accounted for in accordance with the Group’s accounting policies as disclosed in Note 2f.
Sewa
Leases
Sehubungan dengan perjanjian sewa antara Kelompok Usaha dengan pelanggan, Kelompok Usaha mengevaluasi apakah risiko dan manfaat signifikan atas kepemilikan aset sewaan ditransfer berdasarkan PSAK No. 30 (Revisi 2011), “Sewa” yang mengharuskan Kelompok Usaha untuk membuat pertimbangan atas transfer risiko dan manfaat terkait dengan kepemilikan aset.
In connection with the lease agreements between the Group and its customers, the Group evaluates whether significant risks and rewards of ownership of the leased assets are transferred based on PSAK No. 30 (Revised 2011), “Leases” which requires the Group to make judgment for the transfer of risks and rewards related to the ownership of asset.
Berdasarkan penelaahan yang dilakukan oleh Kelompok Usaha atas perjanjian-perjanjian yang ada, transaksi sewa gedung dengan pelanggan diklasifikasikan sebagai sewa operasi, sedangkan perjanjian sewa atas kendaraan dimana Kelompok Usaha sebagai lessee diklasifikasikan sebagai sewa pembiayaan.
Based on the review performed by the Group for the existing agreements, accordingly, the building lease transactions are classified as operating lease, while the rent agreements for transportation equipment where the Group acts as lessee are classified as finance lease.
Properti investasi dan properti digunakan sendiri
Investment property and owner occupied property
Kelompok Usaha menentukan apakah sebuah properti memenuhi syarat sebagai properti investasi. Dalam menentukan penilaiannya Kelompok Usaha mempertimbangkan apakah properti menghasilkan arus kas yang sebagian besar tidak bergantung pada aset lain yang dimiliki oleh entitas. Properti yang digunakan sendiri menghasilkan arus kas yang dapat diatribusikan tidak hanya ke properti, tetapi juga ke aset lain yang digunakan dalam proses produksi atau persediaan.
The Group determines whether a property qualifies as an investment property. In making its judgment, the Group considers whether the property generates cash flows largely independent of the other assets held by an entity. Owner occupied properties generate cash flows that are attributable not only to the property but also to the other assets used in the production or supply process.
Pengklasifikasian properti
Classification of property
Kelompok Usaha menentukan apakah sebuah properti yang diperoleh diklasifikasikan sebagai properti investasi atau properti persediaan:
The Group determines whether a property is classified as investment property or inventory property:
46
263
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
3.
SUMBER (lanjutan)
ESTIMASI
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KETIDAKPASTIAN
3.
SOURCE OF (continued)
ESTIMATION
UNCERTAINTY
Pertimbangan (lanjutan)
Judgments (continued)
Pengklasifikasian property (lanjutan)
Classification of property (continued)
-
-
-
Properti investasi terdiri atas bangunan yang tidak bertujuan untuk digunakan dalam kegiatan operasi Kelompok Usaha, tidak juga untuk dijual dalam kegiatan bisnis Kelompok Usaha, tetapi digunakan untuk memperoleh pendapatan sewa dan peningkatan modal. Properti persediaan terdiri dari properti yang bertujuan untuk dijual dalam kegiatan bisnis Kelompok Usaha.
-
Investment properties comprise of buildings which are not occupied substantially for use in the operations of the Group, nor for sale in the ordinary course of the Group’s business, but are held primarily to earn rental income and capital appreciation. Inventory properties comprise of properties which are intended for be sold in the Group’s ordinary business.
Cadangan atas kerugian penurunan nilai piutang
Allowance for receivables
Kelompok Usaha mengevaluasi akun-akun tertentu jika terdapat informasi bahwa pelanggan yang bersangkutan tidak dapat memenuhi kewajiban keuangannya. Dalam hal tersebut, Kelompok Usaha mempertimbangkan, berdasarkan fakta dan situasi yang tersedia, termasuk namun tidak terbatas pada, jangka waktu hubungan dengan pelanggan dan status kredit dan faktor pasar yang telah diketahui, untuk mencatat cadangan spesifik atas jumlah piutang pelanggan guna mengurangi jumlah piutang yang diharapkan dapat diterima oleh Kelompok Usaha. Cadangan spesifik ini dievaluasi kembali dan disesuaikan jika tambahan informasi yang diterima mempengaruhi jumlah cadangan atas kerugian penurunan nilai piutang usaha. Nilai tercatat piutang usaha Kelompok Usaha sebelum cadangan penurunan nilai pada tanggal 31 Desember 2014 adalah sebesar Rp144.717.248 (31 Desember 2013: Rp9.732.130 dan 31 Desember 2012: Rp21.417.327). Penjelasan lebih lanjut diungkapkan dalam Catatan 6.
The Group evaluates specific accounts where it has information that certain customers are unable to meet their financial obligations. In these cases, the Group uses judgment based on the best available facts and circumstances, including but not limited to the length of its relationship with the customer and the customer’s current credit status and known market factors to record specific allowance for customers against amounts due to reduce its receivable amounts that the Group expects to collect. These specific allowance are re-evaluated and adjusted as additional information received affects the amounts of allowance for impairment on trade receivables. The carrying amount of the Group’s trade receivables before allowance for impairment losses as of December 31, 2014 amounted to Rp144,717,248 (December 31, 2013: Rp9,732,130 and December 31, 2012: Rp21,417,327). Further details are disclosed in Note 6.
Estimasi dan Asumsi
Estimates and Assumptions
Asumsi utama masa depan dan sumber utama estimasi ketidakpastian lain pada tanggal pelaporan yang memiliki risiko signifikan bagi penyesuaian yang material terhadap nilai tercatat aset dan liabilitas untuk tahun/periode berikutnya diungkapkan di bawah ini. Kelompok Usaha mendasarkan asumsi dan estimasinya pada parameter yang tersedia pada saat laporan keuangan konsolidasian disusun. Asumsi dan situasi yang telah ada mengenai perkembangan masa depan mungkin berubah akibat perubahan pasar atau situasi di luar kendali Kelompok Usaha. Perubahan tersebut dicerminkan dalam asumsi terkait pada saat terjadinya.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year/period are disclosed below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements are prepared. Existing assumptions and circumstances relating to future developments may change as a result of market changes or circumstances beyond the control of the Group. Such changes are reflected in the assumptions when they occur. 47
264
impairment
losses
on
trade
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
3.
SUMBER (lanjutan)
ESTIMASI
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KETIDAKPASTIAN
3.
SOURCE OF (continued)
ESTIMATION
UNCERTAINTY
Estimasi dan Asumsi (lanjutan)
Estimates and Assumptions (continued)
Pensiun dan imbalan kerja
Pension and employee benefits
Penentuan kewajiban dan biaya liabilitas imbalan kerja Kelompok Usaha bergantung pada pemilihan asumsi yang digunakan oleh aktuaris independen dalam menghitung jumlah-jumlah tersebut. Asumsi tersebut mencakup tingkat diskonto, tingkat kenaikan gaji tahunan, tingkat pengunduran diri karyawan tahunan, tingkat kecacatan, umur pensiun dan tingkat kematian.
The determination of the Group’s obligations and costs for employee benefit liabilities depends on the selection of certain assumptions used by independent actuaries in calculating such amounts. Those assumptions include discount rates, annual salary increase, annual employee turnover rate, disability rate, retirement age and mortality rate.
Hasil aktual yang berbeda dengan asumsi yang ditetapkan Kelompok Usaha diakui dalam laporan laba rugi komprehensif konsolidasian. Walaupun Kelompok Usaha berkeyakinan bahwa asumsi tersebut adalah wajar dan sesuai, perbedaan signifikan pada hasil aktual atau perubahan signifikan dalam asumsi yang ditetapkan Kelompok Usaha dapat mempengaruhi secara material liabilitas diestimasi atas imbalan kerja dan beban imbalan kerja neto.
Actual results that differ from the Group’s assumptions are recognized in the consolidated statements of comprehensive income when they occur. While the Group believes that its assumptions are reasonable and appropriate, significant differences in the Group’s actual results or significant changes in the Group’s assumptions may materially affect its estimated liabilities for employee benefits and net employee benefits expenses.
Nilai tercatat atas liabilitas diestimasi imbalan kerja Kelompok Usaha pada tanggal 31 Desember 2014 adalah sebesar Rp13.069.218 (31 Desember 2013: Rp10.941.975 dan 31 Desember 2012: Rp9.416.319). Penjelasan lebih rinci diungkapkan dalam Catatan 30.
The carrying amount of the Group’s estimated liabilities for employee benefits as of December 31, 2014 amounted to Rp13,069,218 (December 31, 2013: Rp10,941,975 and December 31, 2012: Rp9,416,319). Further details are disclosed in Note 30.
Penyusutan properti investasi dan aset tetap
Depreciation of investment property and fixed assets
Biaya perolehan atas bangunan dalam rangka bangun, kelola dan alih disusutkan dengan menggunakan metode garis lurus (straight-line method) selama jangka waktu perjanjian bangun, kelola dan alih selama 20 (dua puluh) sampai 30 (tiga puluh) tahun sedangkan bangunan lain selain bangunan dalam rangka bangun, kelola dan alih pada properti investasi disusutkan dengan menggunakan metode garis lurus berdasarkan taksiran masa manfaat ekonomisnya selama 20 (dua puluh) sampai dengan 30 (tiga puluh) tahun. Penyusutan aset tetap lainnya dihitung dengan menggunakan metode saldo menurun ganda (double declining balance), dengan tarif antara 25% sampai 50%.
The costs of buildings under build, operate and transfer arrangements are depreciated using the straight-line method over the term of the build, operate and transfer arrangements agreements, over 20 (twenty) to 30 (thirty) years, while buildings other than buildings under build, operate and transfer arragements in investment properties are depreciated on a straight-line method over their estimated useful lives of 20 (twenty) to 30 (thirty) years. Depreciation on other fixed assets is computed using the double declining balance at the rates ranging from 25% to 50%.
48
265
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
3.
SUMBER (lanjutan)
ESTIMASI
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KETIDAKPASTIAN
3.
SOURCE OF (continued)
ESTIMATION
UNCERTAINTY
Estimasi dan Asumsi (lanjutan)
Estimates and Assumptions (continued)
Penyusutan properti investasi dan aset tetap (lanjutan)
Depreciation of investment property and fixed assets (continued)
Umur ekonomis aset tersebut adalah umur yang secara umum diharapkan dalam industri di mana Kelompok Usaha menjalankan bisnisnya. Perubahan tingkat pemakaian dan perkembangan teknologi dapat mempengaruhi masa manfaat ekonomis dan nilai sisa aset, dan karenanya biaya penyusutan masa depan mungkin direvisi. Penjelasan lebih rinci diungkapkan dalam Catatan 11 dan 12.
The useful lives of these assets are common life expectancies applied in the industries where the Group conducts its businesses. Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, and therefore future depreciation charges could be revised. Further details are disclosed in Notes 11 and 12.
Penurunan nilai aset non-keuangan
Impairment of non-financial assets
Penurunan nilai timbul saat nilai tercatat aset atau UPK melebihi jumlah terpulihkannya, yaitu yang lebih tinggi antara nilai wajar dikurangi biaya untuk menjual dan nilai pakainya. Nilai wajar dikurangi biaya untuk menjual didasarkan pada data yang tersedia dari transaksi penjualan yang mengikat yang dibuat dalam transaksi normal atas aset serupa atau harga pasar yang dapat diamati dikurangi dengan biaya tambahan yang dapat diatribusikan dengan pelepasan aset. Dalam menghitung nilai pakai, estimasi arus kas masa depan neto didiskontokan ke nilai kini dengan menggunakan tingkat diskonto sebelum pajak yang menggambarkan penilaian pasar kini dari nilai waktu uang dan risiko spesifik atas aset.
An impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing the asset. In assessing the value in use, the estimated net future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the specific risks to the asset.
Dalam menentukan nilai wajar dikurangi biaya untuk menjual, digunakan harga penawaran pasar terakhir, jika tersedia. Jika tidak terdapat transaksi tersebut, Kelompok Usaha menggunakan model penilaian yang sesuai untuk menentukan nilai wajar aset. Perhitungan-perhitungan ini dipadukan dengan penilaian berganda atau indikator nilai wajar yang tersedia. Perhitungan nilai pakai didasarkan pada model arus kas yang didiskontokan.
In determining fair value less costs to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, the Group uses an appropriate valuation model to determine the fair value of the assets. These calculations are corroborated by valuation multiples or other available fair value indicators. The value in use calculation is based on a discounted cash flow model.
Manajemen berkeyakinan bahwa tidak terdapat indikasi atas kemungkinan penurunan nilai potensial atas aset non-keuangan pada tanggal 31 Desember 2014, 2013 dan 2012.
Management believes that there is no indication of potential impairment in values of non-financial assets as of December 31, 2014, 2013 and 2012.
49
266
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
3.
4.
SUMBER (lanjutan)
ESTIMASI
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KETIDAKPASTIAN
3.
SOURCE OF (continued)
ESTIMATION
UNCERTAINTY
Estimasi dan Asumsi (lanjutan)
Estimates and Assumptions (continued)
Instrumen keuangan
Financial instruments
Kelompok Usaha mencatat aset keuangan tertentu pada nilai wajar, yang mengharuskan penggunaan estimasi akuntansi. Walaupun komponen signifikan atas pengukuran nilai wajar ditentukan menggunakan bukti obyektif yang dapat diverifikasi, jumlah perubahan nilai wajar dapat berbeda bila Kelompok Usaha menggunakan metodologi penilaian yang berbeda. Perubahan nilai wajar aset keuangan tersebut dapat mempengaruhi secara langsung nilai tercatat aset. Nilai tercatat aset keuangan pada nilai wajar dalam laporan posisi keuangan konsolidasian pada tanggal 31 Desember 2012 adalah sebesar Rp4.944.750 (Catatan 5). Kelompok Usaha tidak memiliki aset keuangan pada nilai wajar pada tanggal 31 Desember 2014 dan 2013.
The Group carries certain financial assets at fair values, which requires the use of accounting estimates. While significant components of fair value measurement were determined using verifiable objective evidences, the amount of changes in fair values would differ if the Group utilized different valuation methodology. Any changes in fair values of the financial assets would affect directly the carrying value of assets. The carrying amount of financial assets carried at fair values in the consolidated statements of financial position as of December 31, 2012 amounted to Rp4,944,750 (Note 5). The Group does not have financial assets carried at fair value as of December 31, 2014 and 2013.
KAS DAN SETARA KAS
4.
This account consists of:
Akun ini terdiri dari: 31 Desember 2014/ December 31, 2014
Kas Bank Pihak Ketiga Rupiah PT Bank Internasional Indonesia Tbk. PT Bank Central Asia Tbk. PT Bank Sinarmas Tbk. PT Bank Pan Indonesia Tbk. PT Bank Mega Tbk. PT Bank Victoria International Tbk. PT Bank Commonwealth PT Bank Rakyat Indonesia Agroniaga Tbk. PT Bank Mandiri (Persero) Tbk. PT Bank Permata Tbk. Lain-lain (masing-masing di bawah Rp1.000.000) Sub total Dolar AS PT Bank Sinarmas Tbk. PT Bank Mandiri (Persero) Tbk. PT Bank Mega Tbk. Lain-lain (masing-masing di bawah AS$50.000) Sub total
CASH AND CASH EQUIVALENTS
31 Desember 2013/ December 31, 2013
335.616
271.823
31 Desember 2012/ December 31, 2012
223.721
Cash on Hand Cash in Banks Third Parties Rupiah PT Bank Internasional Indonesia Tbk. PT Bank Central Asia Tbk. PT Bank Sinarmas Tbk. PT Bank Pan Indonesia Tbk. PT Bank Mega Tbk. PT Bank Victoria International Tbk. PT Bank Comonwealth PT Bank Rakyat Indonesia Agroniaga Tbk. PT Bank Mandiri (Persero) Tbk. PT Bank Permata Tbk.
5.213.594 5.048.452 3.445.313 3.308.860 3.198.719 2.226.465 1.131.088
2.715.777 5.476.871 1.146.600 3.976.346 3.162.439 1.028.546 14.419
1.700.097 5.180.498 426.551 4.900.258 8.245.863 366.476 166.884
1.013.358 1.005.181 195.959
1.010.450 2.012.584 1.276.620
657.708 443.065
2.215.955
741.811
238.620
28.002.944
22.562.463
22.326.020
Sub total US Dollar PT Bank Sinarmas Tbk. PT Bank Mandiri (Persero) Tbk. PT Bank Mega Tbk.
12.706.678 670.760 50.886
10.473.102 1.905.557 472.845
99.393 1.480.263 4.852.920
504.920
335.820
566.588
13.933.244
13.187.324
6.999.164
50
267
Others (each below Rp1,000,000)
Others (each below US$50,000) Sub total
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
4.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KAS DAN SETARA KAS (lanjutan)
4.
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
CASH AND CASH EQUIVALENTS (continued) 31 Desember 2012/ December 31, 2012
Setara Kas Deposito Berjangka Pihak Ketiga Rupiah PT Bank MNC Internasional Tbk. (dahulu PT Bank ICB Bumiputera Tbk.) PT Bank Mega Tbk. PT Bank Victoria International Tbk.
42.000.000 -
29.400.000 -
3.000.000
Sub total
42.000.000
29.400.000
3.000.000
Sub total
Dolar AS PT Bank Mega Tbk. (AS$219.000) Total kas dan setara kas
Cash Equivalents Time Deposits Third Parties Rupiah PT Bank MNC Internasional Tbk. (formerly PT Bank ICB Bumiputera Tbk.) PT Bank Mega Tbk. PT Bank Victoria International Tbk.
-
2.669.391
-
US Dollar PT Bank Mega Tbk. (US$219,000)
84.271.804
68.091.001
32.548.905
Total cash and cash equivalents
Pada tanggal 31 Desember 2014, saldo bank dalam Dolar AS adalah sebesar AS$1.120.036 (31 Desember 2013: AS$1.081.904 dan 31 Desember 2012: AS$723.802).
As of December 31, 2014, bank balance in US Dollar amounted to US$1,120,036 (December 31, 2013: US$1,081,904 and December 31, 2012: US$723,802).
Kas dan setara kas pada bank-bank di bawah ini merupakan akun-akun yang dibatasi penggunaannya sehubungan dengan perjanjian utang bank dan perjanjian fasilitas kredit pemilikan apartemen seperti yang diungkapkan pada Catatan 16 dan 34f. Rincian kas dan setara kas yang dibatasi penggunaannya yang disajikan sebagai “Aset Keuangan Tidak Lancar Lainnya” pada laporan posisi keuangan konsolidasian adalah sebagai berikut:
Cash and cash equivalents placed in banks as stated below are restricted accounts in connection with bank loan agreements and apartment ownership loan facility agreement as disclosed in Notes 16 and 34f. The details of restricted cash and cash equivalents which are presented as “Other Non-current Financial Assets” in the consolidated statements of financial position are as follows:
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Bank Pihak Ketiga Rupiah PT Bank Internasional Indonesia Tbk. PT Bank Victoria International Tbk. PT Bank Pan Indonesia Tbk.
25.914.004 -
31.337.239 23.434.350 -
10.935.792 8.082.121 1.960.719
Sub total
25.914.004
54.771.589
20.978.632
Sub total US Dollar PT Bank Internasional Indonesia Tbk. PT Bank Pan Indonesia Tbk.
Dolar AS PT Bank Internasional Indonesia Tbk. PT Bank Pan Indonesia Tbk.
4.169.105 -
23.291.291 -
10.957.830 4.091.711
Sub total
4.169.105
23.291.291
15.049.541
Setara Kas Deposito Berjangka Pihak Ketiga Rupiah PT Bank Internasional Indonesia Tbk. PT Bank Tabungan Negara (Persero) Tbk. Sub total Total kas dan setara kas yang dibatasi penggunaannya
51.569.001
37.840.658
57.259.291
Cash in Banks Third Parties Rupiah PT Bank Internasional Indonesia Tbk. PT Bank Victoria International Tbk. PT Bank Pan Indonesia Tbk.
Sub total Cash Equivalents Time Deposits Third Parties Rupiah PT Bank Internasional Indonesia Tbk. PT Bank Tabungan Negara (Persero) Tbk.
96.456
91.944
88.361
51.665.457
37.932.602
57.347.652
Sub total
93.375.825
Total restricted cash and cash equivalents
81.748.566
115.995.482
51
268
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
4.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
KAS DAN SETARA KAS (lanjutan)
4.
Pada tanggal 31 Desember 2014, saldo bank yang dibatasi penggunaannya dalam Dolar AS adalah sebesar AS$335.137 (31 Desember 2013: AS$1.910.845 dan 31 Desember 2012: AS$1.556.312).
As of December 31, 2014, restricted bank balance in US Dollar amounted to US$335,137 (December 31, 2013: US$1,910,845 and December 31, 2012: US$1,556,312).
Suku bunga atas deposito berjangka termasuk deposito berjangka yang dibatasi penggunaannya adalah sebagai berikut:
The interest rates on time deposits including restricted time deposits are as follows:
Rupiah (per tahun)
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
5,00% - 7,75%
3,00% - 11,00%
4,50% - 8,00%
Rupiah (per annum)
The maturity period of the time deposits is three months or less at the time of placements.
Jangka waktu deposito berjangka tersebut adalah tiga bulan atau kurang sejak saat penempatannya.
5.
CASH AND CASH EQUIVALENTS (continued)
EFEK TERSEDIA UNTUK DIJUAL
5.
AVAILABLE-FOR-SALE SECURITIES
Efek tersedia untuk dijual merupakan investasi pada saham yang tercatat di Bursa Efek Indonesia yang dimiliki oleh DBPD, entitas anak.
Available-for-sale securities represent investment in shares that are listed in Indonesia Stock Exchange owned by DBPD, a subsidiary.
Seluruh efek tersedia untuk dijual yang dimiliki DBPD telah dijual pada tahun 2013. Rincian efek tersedia untuk dijual pada tanggal 31 Desember 2012 adalah sebagai berikut:
All available-for-sale securities owned by DBPD has been sold in 2013. The details of available-for-sale securities as of December 31, 2012 are as follows:
Biaya Perolehan/ Cost
Akumulasi Laba Belum Direalisasi/ Accumulated Unrealized Gain
Nilai Pasar/ Market Value
31 Desember 2012 Saham
December 31, 2012 1.041.000
3.903.750
4.944.750
Shares
Pada tanggal 31 Desember 2012, akumulasi laba belum direalisasi disajikan sebagai “Pendapatan Komprehensif Lain” di ekuitas. Tidak terdapat akumulasi laba belum direalisasi pada tanggal 31 Desember 2014 dan 2013 karena seluruh efek tersedia untuk dijual telah dijual.
As of December 31, 2012, the accumulated unrealized gain is presented as “Other Comprehensive Income” in equity. There is no accumulated unrealized gain as of December 31, 2014 and 2013 since all available-for-sale securities has been sold.
Laba neto direalisasi atas efek tersedia untuk dijual adalah sebesar Rp1.821.750 dan Rp16.475.134 masing-masing pada tahun 2013 dan 2012 disajikan sebagai bagian dari “Pendapatan Operasi Lain” (Catatan 27) pada laporan laba rugi komprehensif konsolidasian.
Net realized gain on sale of available-for-sale securities amounting to Rp1,821,750 and Rp16,475,134 in 2013 and 2012 are presented as part of “Other Operating Income” (Note 27) in the consolidated statements of comprehensive income.
52
269
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
6.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PIUTANG USAHA
6.
Piutang usaha menurut jenis diklasifikasikan sebagai berikut:
TRADE RECEIVABLES Trade receivables are classified based on type of revenue as follows:
pendapatan
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Penjualan unit strata Listrik, air dan lainnya Jasa pemeliharaan Sewa Jasa lainnya
134.017.315 3.203.024 6.877.551 259.395 359.963
747.250 2.740.646 5.588.353 361.696 294.185
1.670.901 3.399.362 8.039.553 8.007.568 299.943
Sales of strata title units Electricity, water and others Service fees Rental Other services
Total Dikurangi cadangan kerugian penurunan nilai
144.717.248
9.732.130
21.417.327
-
-
(10.136.109)
Total Less allowance for impairment losses
Piutang usaha, neto
144.717.248
9.732.130
11.281.218
Trade receivables, net
The aging schedule of the above trade receivables as at reporting date are as follows:
Analisa umur piutang usaha tersebut di atas pada tanggal pelaporan adalah sebagai berikut: Mata Uang Asing/ Foreign Currency Dalam Rupiah/ In Rupiah
Dalam AS$/ In US$
Total Piutang Usaha/ Total Trade Receivables
Setara Rupiah/ Rupiah Equivalent
31 Desember 2014 1-30 hari 31-60 hari Lebih dari 60 hari Total
December 31, 2014 9.243.266 1.755.178 2.131.296
8.188.139 2.389.635 -
101.860.449 29.727.059 -
111.103.715 31.482.237 2.131.296
13.129.740
10.577.774
131.587.508
144.717.248
Total
-
Less allowance for impairment losses
144.717.248
Trade receivables, net
Dikurangi cadangan kerugian penurunan nilai Piutang usaha, neto 31 Desember 2013
1-30 days 31-60 days Over 60 days
December 31, 2013
1-30 hari 31-60 hari Lebih dari 60 hari
5.404.251 691.370 1.911.843
141.494 -
1.724.666 -
7.128.917 691.370 1.911.843
1-30 days 31-60 days Over 60 days
Total
8.007.464
141.494
1.724.666
9.732.130
Total
-
Less allowance for impairment losses
9.732.130
Trade receivables, net
Dikurangi cadangan kerugian penurunan nilai Piutang usaha, neto 31 Desember 2012
December 31, 2012
1-30 hari 31-60 hari Lebih dari 60 hari
6.591.851 872.140 13.953.336
-
-
6.591.851 872.140 13.953.336
1-30 days 31-60 days Over 60 days
Total
21.417.327
-
-
21.417.327
Total
Dikurangi cadangan kerugian penurunan nilai
(10.136.109)
Piutang usaha, neto
11.281.218
53
270
Less allowance for impairment losses Trade receivables, net
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
6.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PIUTANG USAHA (lanjutan)
6.
TRADE RECEIVABLES (continued) The details of net trade receivables are as follows:
Rincian dari piutang usaha neto adalah sebagai berikut: 31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Pihak ketiga Pihak-pihak yang berelasi (Catatan 31)
143.701.512
8.756.903
9.425.940
Third parties
1.015.736
975.227
1.855.278
Related parties (Note 31)
Piutang usaha, neto
144.717.248
9.732.130
11.281.218
Trade receivables, net
The movements of allowance for impairment losses are as follows:
Mutasi cadangan kerugian penurunan nilai adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
7.
2013
Saldo awal tahun Penghapusan piutang
-
Saldo akhir tahun
-
2012
10.136.109 (10.136.109) -
10.136.109 -
Balance at beginning of the year Receivable written-off
10.136.109
Balance at end of the year
Piutang usaha pada tanggal laporan posisi keuangan konsolidasian dievaluasi secara individual terhadap penurunan nilai dan Kelompok Usaha berkeyakinan bahwa tidak terdapat cadangan kerugian penurunan nilai yang diperlukan pada tanggal 31 Desember 2014 dan 2013.
Trade receivables as of the consolidated statement of financial position dates are evaluated individually for impairment and the Group believes that no allowance for impairment losses is necessary as of December 31, 2014 and 2013.
Manajemen Kelompok Usaha berpendapat bahwa jumlah cadangan kerugian penurunan nilai pada tanggal 31 Desember 2012 adalah cukup untuk menutup kemungkinan kerugian akibat tidak tertagihnya piutang usaha.
The Group’s management believes that the allowance for impairment losses as of December 31, 2012 is adequate to cover possible losses from non-collection of the trade receivables.
Pada tanggal 31 Desember 2014 piutang usaha sebesar Rp8.653.331 (31 Desember 2013: Rp5.798.654 dan 31 Desember 2012: Rp9.130.951) dijadikan jaminan secara fidusia atas utang bank, sebagaimana dijelaskan dalam Catatan 16.
As of December 31, 2014, trade receivables amounting to Rp8,653,331 (December 31, 2013: Rp5,798,654 and December 31, 2012: Rp9,130,951) are pledged as collateral on a fiduciary basis for bank loans, as disclosed in Note 16.
UANG MUKA
7.
ADVANCES This account mainly represents advances for operation and advances granted to consultant, contractors, suppliers and other parties for the Group’s various property projects.
Akun ini terutama terdiri atas uang muka untuk operasional dan uang muka yang dibayar kepada konsultan, kontraktor, pemasok dan pihak-pihak lain atas proyek-proyek milik Kelompok Usaha.
54
271
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
8.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PERSEDIAAN
8.
INVENTORIES Inventories consist of:
Persediaan terdiri dari: 31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Tanah dan bangunan yang sedang dalam pembangunan Apartemen La Maison Barito Gedung Perkantoran MSIG Tower (Catatan 34c) Bangunan tersedia untuk dijual Plaza Jatinegara Menara Hayam Wuruk Apartemen Pavilion Apartemen Citylofts Sudirman Apartemen Hayam Wuruk
48.832.983
184.882.708
193.758.086
115.520.000 7.911.604 3.094.000 1.715.754 480.822
115.520.000 7.911.604 15.858.000 1.715.754 480.822
115.520.000 7.911.604 15.858.000 1.715.754 480.822
Land and building under construction La Maison Barito Apartment MSIG Tower Office Building (Note 34c) Buildings available for sale Jatinegara Plaza Hayam Wuruk Tower Pavilion Apartment Citylofts Sudirman Apartment Hayam Wuruk Apartment
Total persediaan
513.804.291
564.422.762
524.459.040
Total inventories
336.249.128
238.053.874
The movements of land and building under construction are as follows:
Mutasi persediaan tanah dan bangunan yang sedang dalam pembangunan adalah sebagai berikut: 31 Desember 2014/ December 31, 2014
Saldo awal Penambahan Reklasifikasi Beban pokok penjualan unit strata Saldo akhir
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
422.936.582 394.153.787 (432.008.258)
382.972.860 266.266.423 (226.302.701)
412.663.301 272.341.933 1.010.315 (303.042.689)
385.082.111
422.936.582
382.972.860
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
102.927.810
Beginning balance Additions Reclassification Cost of strata title units sold Ending balance
The aggregate amounts of inventories, which a sale and purchase agreement has been applied but the sales have not been recognized, are as follows:
Jumlah persediaan yang pengikatan jual-belinya telah berlaku, tetapi penjualannya belum diakui adalah sebagai berikut:
Tanah dan bangunan yang sedang dalam pembangunan
189.214.774
278.618.458
31 Desember 2012/ December 31, 2012
206.353.580
Land and building under construction
Pada tanggal 31 Desember 2014, persentase penyelesaian atas proyek apartemen La Maison Barito dan proyek gedung perkantoran MSIG Tower adalah masing-masing 68,41% dan 85,17%. Estimasi penyelesaian proyek apartemen La Maison Barito dan gedung perkantoran MSIG Tower adalah masing-masing pada akhir tahun 2015.
As of December 31, 2014, the percentage of completion of La Maison Barito apartment project and MSIG Tower office building project are 68.41% and 85.17%, respectively. The estimated completion of La Maison Barito apartment project and MSIG Tower office building is in the end of 2015.
Beban pembiayaan neto yang dikapitalisasi ke dalam persediaan atas tanah dan bangunan yang sedang dalam pembangunan adalah sebesar Rp34.049.475 untuk tahun yang berakhir pada tanggal 31 Desember 2014 (untuk tahun yang berakhir pada tanggal 31 Desember 2013: Rp37.483.285 dan untuk tahun yang berakhir pada tanggal 31 Desember 2012: Rp33.021.352).
Net financing cost capitalized to inventories of land and building under construction amounted to Rp34,049,475 for the year ended December 31, 2014 (for the year ended December 31, 2013: Rp37,483,285 and for the year ended December 31, 2012: Rp33,021,352).
55
272
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
8.
9.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PERSEDIAAN (lanjutan)
8.
Pada tanggal 31 Desember 2014, persediaan sebesar Rp336.249.128 (31 Desember 2013: Rp238.053.874 dan 31 Desember 2012: Rp189.214.774) dijadikan sebagai jaminan untuk utang bank (Catatan 16).
As of December 31, 2014, inventories amounting to Rp336,249,128 (December 31, 2013: Rp238,053,874 and December 31, 2012: Rp189,214,774) are pledged as collateral for bank loans (Note 16).
Pada tanggal 1 Januari 2012, beban ditangguhkan atas perolehan tanah Barito sebesar Rp1.010.315 disajikan sebagai bagian dari harga perolehan tanah sesuai dengan penerapan ISAK No. 25, “Hak atas Tanah”.
On January 1, 2012, deferred charges on acquisition of land in Barito amounting to Rp1,010,315 is presented as part of acquisition cost of land in compliance with the adoption of ISAK No. 25, “Land Rights”.
Persediaan di atas telah diasuransikan terhadap risiko kebakaran dan risiko lainnya berdasarkan suatu paket polis tertentu seperti dijelaskan pada Catatan 12.
The above inventories are insured against loss by fire and other risks under blanket policies as discussed in Note 12.
Pada tanggal 31 Desember 2014, 2013 dan 2012, manajemen Kelompok Usaha berkeyakinan bahwa tidak ada indikasi penurunan nilai persediaan.
As of December 31, 2014, 2013 and 2012, the Group’s management believes that there is no indication of impairment in the value of inventories.
PAJAK DIBAYAR DI MUKA
9.
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Pajak final atas penjualan unit strata Pajak Penghasilan Pasal 21 Pajak pertambahan nilai
3.304.430 1.241.661 297.386
4.459.456 367.820
3.890.393 124.442
Final tax of unit strata title sold Income Tax art 21 Value-added tax
Total
4.843.477
4.827.276
4.014.835
Total
BIAYA DIBAYAR DI MUKA
10. PREPAID EXPENSES Prepaid expenses mainly consists of prepaid insurance and other prepaid expenses.
Biaya dibayar di muka terutama terdiri dari biaya asuransi dibayar di muka dan biaya dibayar di muka lainnya.
11.
PREPAID TAXES The details of prepaid taxes are as follows:
Rincian pajak dibayar di muka adalah sebagai berikut:
10.
INVENTORIES (continued)
PROPERTI INVESTASI
11. INVESTMENT PROPERTIES The details of investment properties are as follows:
Rincian properti investasi adalah sebagai berikut: Tahun yang berakhir pada tanggal 31 Desember 2014
Biaya Perolehan Hak atas tanah Bangunan Bangunan dalam rangka, bangun, kelola dan alih Total Biaya Perolehan
Saldo Awal/ Beginning Balance
Penambahan/ Additions
Pengurangan/ Deductions
Reklasifikasi/ Reclassifications
Saldo Akhir/ Ending Balance
Year ended December 31, 2014
418.753.880
1.983.193
299.144.096
-
121.592.977
Cost Landrights Buildings Buildings under build, operate and transfer arrangements
1.594.464.545
1.983.193
354.349.694
-
1.242.098.044
Total Cost
837.388.000 338.322.665
-
55.205.598
56
273
-
837.388.000 283.117.067
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
11.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PROPERTI INVESTASI (lanjutan) Tahun yang berakhir pada tanggal 31 Desember 2014 (lanjutan)
Saldo Awal/ Beginning Balance
11. INVESTMENT PROPERTIES (continued) Penambahan/ Additions
Pengurangan/ Deductions
Reklasifikasi/ Reclassifications
Saldo Akhir/ Ending Balance
Year end December 31, 2014 (continued)
Akumulasi Penyusutan Bangunan Bangunan dalam rangka, bangun, kelola dan alih
97.504.109
11.214.298
27.731.865
-
347.169.172
36.546.556
298.798.444
-
84.917.284
Accumulated Depreciation Buildings Buildings under build, operate and transfer arrangements
Total Akumulasi Penyusutan
444.673.281
47.760.854
326.530.309
-
165.903.826
Total Accumulated Depreciation
1.076.194.218
Net book value
Nilai buku neto
1.149.791.264
Tahun yang berakhir pada tanggal 31 Desember 2013
Saldo Awal/ Beginning Balance
Biaya Perolehan Hak atas tanah Bangunan Bangunan dalam rangka, bangun, kelola dan alih Total Biaya Perolehan Akumulasi Penyusutan Bangunan Bangunan dalam rangka, bangun, kelola dan alih Total Akumulasi Penyusutan
837.388.000 338.322.665
Nilai buku neto
-
837.388.000 338.322.665
1.728.164
77.437.040
-
418.753.880
77.437.040
-
1.594.464.545
Year ended December 31, 2013
Cost Landrights Buildings Buildings under build, operate and transfer arrangements Total Cost
86.289.811
11.214.298
-
-
97.504.109
349.127.121
75.479.091
77.437.040
-
347.169.172
Accumulated Depreciation Buildings Buildings under build, operate and transfer arrangements
435.416.932
86.693.389
77.437.040
-
444.673.281
Total Accumulated Depreciation
1.149.791.264
Net book value
Saldo Awal/ Beginning Balance
Total Akumulasi Penyusutan
-
Saldo Akhir/ Ending Balance
1.728.164
Tahun yang berakhir pada tanggal 31 Desember 2012
Akumulasi Penyusutan Bangunan Bangunan dalam rangka, bangun, kelola dan alih
-
Reklasifikasi/ Reclassifications
494.462.756
1.234.756.489
Total Biaya Perolehan
Pengurangan/ Deductions
1.670.173.421
Nilai buku neto
Biaya Perolehan Hak atas tanah Bangunan Bangunan dalam rangka, bangun, kelola dan alih
Penambahan/ Additions
80.986.542
837.388.000 333.564.333
Penambahan/ Additions
9.198
Pengurangan/ Deductions
Reklasifikasi/ Reclassifications
2.658.581
7.407.715
Saldo Akhir/ Ending Balance
837.388.000 338.322.665
492.162.964
2.299.792
-
-
494.462.756
1.663.115.297
2.308.990
2.658.581
7.407.715
1.670.173.421
Year ended December 31, 2012
Cost Landrights Buildings Buildings under build, operate and transfer arrangements Total Cost
75.542.892
10.946.313
199.394
-
86.289.811
273.150.912
75.976.209
-
-
349.127.121
Accumulated Depreciation Buildings Buildings under build, operate and transfer arrangements
348.693.804
86.922.522
199.394
-
435.416.932
Total Accumulated Depreciation
1.234.756.489
Net book value
1.314.421.493
Pada tanggal 31 Desember 2014, properti investasi sebesar Rp684.521.331 (31 Desember 2013: Rp687.204.260 dan 31 Desember 2012: Rp1.014.041.939) dan penguasaan hak atas bangunan dalam rangka bangun, kelola dan alih Plaza Bapindo Menara II dijadikan sebagai jaminan untuk utang bank (Catatan 16).
As of December 31, 2014, investment property amounting to Rp684,521,331 (December 31, 2013: Rp687,204,260 and December 31, 2012: Rp1,014,041,939) and assignment rights of build, operate and transfer arrangements of Bapindo Plaza Tower II are pledged as collateral for bank loans (Note 16).
Pada tanggal 31 Desember 2014, properti investasi sebesar Rp315.241.083 (31 Desember 2013: Rp319.697.917) dijadikan sebagai jaminan untuk utang obligasi (Catatan 17).
As of December 31, 2014, investment property amounting to Rp315,241,083 (December 31, 2013: Rp319,697,917) are pledged as collateral for bonds payable (Note 17).
57
274
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
11.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PROPERTI INVESTASI (lanjutan)
11. INVESTMENT PROPERTIES (continued)
Perusahaan melakukan renovasi atas sebagian gedung Chase Plaza dan pembangunan ulang atas seluruh bangunan gedung Barito. Oleh karena itu, sebagian gedung Chase Plaza dengan nilai buku sebesar Rp2.459.187 pada tahun 2012 telah dibebankan pada laporan laba rugi komprehensif konsolidasian tahun berjalan sebagai bagian dari “Beban Operasi Lain” (Catatan 28).
The Company has partially renovated Chase Plaza building and redeveloped the entire construction of Barito building. Whereas, the part of Chase Plaza building with net book value of Rp2,459,187 in 2012 have been charged to the consolidated statements of comprehensive income as part of “Other Operating Expenses” (Note 28).
Properti investasi Kelompok Usaha, kecuali hak atas tanah, telah diasuransikan terhadap risiko kebakaran dan risiko lainnya berdasarkan suatu paket polis tertentu seperti dijelaskan pada Catatan 12.
The Group’s investment properties, except for landrights, are insured against loss by fire and other risks under blanket policies as discussed in Note 12.
Hak atas tanah tersebut diatas merupakan Hak Guna Bangunan (HGB) yang akan berakhir pada berbagai tanggal antara tahun 2032 sampai dengan tahun 2035. Manajemen berkeyakinan bahwa HGB tersebut dapat diperpanjang pada saat berakhirnya hak tersebut.
The above mentioned landrights represent Building Usage Right (HGB) which will expire in various dates from year 2032 to 2035. Management believes that the terms of these HGB can be extended upon their expiration.
Pada tanggal 31 Desember 2014, properti investasi terdiri dari gedung Chase Plaza, pusat perbelanjaan Citywalk Sudirman dan pertokoan dan prasarana di Apartemen Pavilion serta bangunan dalam rangka, kelola dan alih yang terletak pada beberapa lokasi di Jakarta, antara lain, Plaza Bapindo Menara II dan Kompleks Panjaitan.
As of December 31, 2014, investment properties consist of Chase Plaza building, Citywalk Sudirman shopping center and shop houses and infrastructures in Pavilion Apartment and buildings under build, operate and transfer arrangements which are located in Jakarta, among others, Bapindo Plaza Tower II and Kompleks Panjaitan.
Pada tanggal 31 Desember 2013 dan 2012, properti investasi terdiri dari gedung Chase Plaza, pusat perbelanjaan Citywalk Sudirman dan pertokoan dan prasarana di Apartemen Pavillion serta bangunan dalam rangka bangun, kelola dan alih yang terletak pada beberapa lokasi di Jakarta, antara lain, Plaza Bapindo Menara I dan II, Plaza Great River dan Kompleks Panjaitan.
As of December 31, 2013 and 2012, investment properties consist of Chase Plaza building, Citywalk Sudirman shopping center and shop houses and infrastructures in Pavillion Apartment and buildings under build, operate and transfer arrangements which are located in Jakarta, among others, Bapindo Plaza Tower I and II, Great River Plaza and Kompleks Panjaitan.
Hak pengelolaan bangunan-bangunan, Plaza Bapindo Menara II dan Kompleks Panjaitan masing-masing akan berakhir pada tahun 2016 dan 2021. Sesuai dengan perjanjian bangun, kelola dan alih, hak pengelolaan di atas, pada saat jatuh tempo, dapat diperpanjang dengan persetujuan kedua belah pihak.
The rights of the Company to operate the buildings of Bapindo Plaza Tower II and Kompleks Panjaitan will expire in 2016 and 2021, respectively. Based on the build, operate and transfer arrangement agreements, such rights can be extended upon expiration with the approval from both parties.
Pada tahun 2014, properti investasi dengan nilai buku sebesar Rp27.473.733 telah dijual. Harga jual dari properti investasi adalah sebesar Rp31.896.000. Laba atas penjualan properti investasi sebesar Rp4.422.267 disajikan sebagai bagian dari “Pendapatan Operasi Lain” pada laporan laba rugi komprehensif konsolidasian (Catatan 27).
In 2014, investment property with a net book value of Rp27,473,733 been sold. Proceed from sale of the investment property amounted to Rp31,896,000. Gain on sale of investment property amounted to Rp4,422,267 is presented as part of “Other Operating Income” in the consolidated statement of comprehensive income (Note 27).
58
275
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
11.
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
PROPERTI INVESTASI (lanjutan)
11. INVESTMENT PROPERTIES (continued)
Hak pengelolaan bangunan Plaza Bapindo Menara I dan Plaza Great River telah berakhir masing-masing pada tahun 2014 dan 2013. Perusahaan telah memperoleh perjanjian baru dengan PT Bank Mandiri (Persero) Tbk. terkait Plaza Bapindo Menara I dan dengan Dana Pensiun Perkebunan (DAPENBUN) terkait Plaza Great River seperti yang dijelaskan pada Catatan 34a atas laporan keuangan konsolidasian. Sehubungan dengan hal tersebut, bangunan dengan total nilai perolehan sebesar Rp299.144.096 dengan nilai buku sebesar Rp345.652 pada tahun 2014 dan total nilai perolehan sebesar Rp77.437.040 dengan nilai buku nihil pada tahun 2013 telah dihapusbukukan.
The right to operate Bapindo Plaza Tower I and Great River Plaza has matured in 2014 and 2013, respectively. The Company has obtained new agreement with PT Bank Mandiri (Persero) Tbk. related to Bapindo Plaza Tower I and with Dana Pensiun Perkebunan (DAPENBUN) related to Great River Plaza as discussed in Note 34a to the consolidated financial statements. In connection with these matters, buildings with total cost of Rp299,144,096 with net book value of Rp345,652 in 2014 and total cost of Rp77,437,040 with zero book value in 2013 has been written-off.
Hasil sewa dari properti investasi disajikan sebagai bagian dari “Pendapatan Sewa” pada laporan laba rugi komprehensif konsolidasian.
Rental income from investment property is presented as part of “Rental Income” in the consolidated statements of comprehensive income.
Pada tanggal 31 Desember 2014, 2013 dan 2012, manajemen Kelompok Usaha berkeyakinan bahwa tidak ada indikasi penurunan nilai properti investasi.
As of December 31, 2014, 2013 and 2012, the Group’s management believes that there is no indication of impairment in the value of investment properties.
Beban penyusutan dari properti investasi dialokasikan sebagai beban langsung pada laporan laba rugi komprehensif konsolidasian (Catatan 24).
Depreciation expense from investment properties is allocated as direct costs in the consolidated statements of comprehensive income (Note 24).
Perusahaan melakukan penilaian atas nilai pasar properti investasi secara berkala. Berdasarkan laporan hasil penilaian terakhir dari Penilai Independen, yang dilakukan oleh KJPP Wilson dan Rekan, nilai pasar properti investasi Kelompok Usaha pada tanggal 31 Desember 2014 adalah sebesar Rp2.044.626.000.
The Company performs market value assessment periodically. Based on the latest appraisal report from Independent Appraiser which performed by KJPP Wilson and Rekan, the market value of the Group’s investment properties as of December 31, 2014 amounted to Rp2,044,626,000.
12. ASET TETAP
12. FIXED ASSETS The details of fixed assets are as follows:
Rincian aset tetap adalah sebagai berikut: Tahun yang berakhir pada tanggal 31 Desember 2014
Biaya Perolehan Pemilikan Langsung Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan Sub total Aset Sewa Pembiayaan Kendaraan Total Biaya Perolehan
Saldo Awal/ Beginning Balance
Penambahan/ Additions
Pengurangan/ Deductions
Reklasifikasi/ Reclassifications
Saldo Akhir/ Ending Balance
Year ended December 31, 2014
26.046.703
4.004.184
-
-
30.050.887
Cost Direct Ownership Utility equipment
4.986.649 20.443.259
147.430 7.734.531
7.315.000
7.232.499
5.134.079 28.095.289
Office furniture and fixtures Transportation equipment
51.476.611
11.886.145
7.315.000
7.232.499
63.280.255
Sub total
7.232.499
7.155.000
-
(7.232.499)
7.155.000
Assets Under Financing Lease Transportation equipment
58.709.110
19.041.145
7.315.000
70.435.255
Total Cost
59
276
-
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
12. ASET TETAP (lanjutan) Tahun yang berakhir pada tanggal 31 Desember 2014 (lanjutan)
Akumulasi Penyusutan Pemilikan Langsung Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan
12. FIXED ASSETS (continued)
Saldo Awal/ Beginning Balance
Penambahan/ Additions
Pengurangan/ Deductions
Reklasifikasi/ Reclassifications
Saldo Akhir/ Ending Balance
Year ended December 31, 2014 (continued)
24.229.888
1.904.906
-
-
26.134.794
Accumulated Depreciation Direct Ownership Utility equipment
4.448.116 13.539.843
200.507 2.681.568
4.278.203
4.155.688
4.648.623 16.098.896
Office furniture and fixtures Transportation equipment
Sub total Aset Sewa Pembiayaan Kendaraan
42.217.847
4.786.981
4.278.203
4.155.688
46.882.313
3.333.730
821.958
-
Total Akumulasi Penyusutan
45.551.577
5.608.939
4.278.203
Nilai buku neto
13.157.533
Tahun yang berakhir pada tangaal 31 Desember 2013
Biaya Perolehan Pemilikan Langsung Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan Sub total Aset Sewa Pembiayaan Kendaraan Total Biaya Perolehan Akumulasi Penyusutan Pemilikan Langsung Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan
Saldo Awal/ Beginning Balance
Penambahan/ Additions
Pengurangan/ Deductions
(4.155.688) -
Reklasifikasi/ Reclassifications
29.427.914
388.271
3.887.707
5.726.641 18.542.535
34.181 2.429.224
655.948 528.500
53.697.090
2.851.676
5.072.155
-
Sub total Assets Under Financing Lease Transportation equipment
46.882.313
Total Accumulated Depreciation
23.552.942
Net book value
Saldo Akhir/ Ending Balance
Year ended December 31, 2013
118.225
26.046.703
Cost Direct Ownership Utility equipment
(118.225) -
4.986.649 20.443.259
Office furniture and fixtures Transportation equipment
-
51.476.611
Sub total Assets Under Financing Lease Transportation equipment
7.232.499
-
-
-
7.232.499
60.929.589
2.851.676
5.072.155
-
58.709.110
Total Cost
26.407.831
1.709.764
3.887.707
-
24.229.888
Accumulated Depreciation Direct Ownership Utility equipment
4.849.238 12.002.620
254.826 2.065.723
655.948 528.500
-
4.448.116 13.539.843
Office furniture and fixtures Transportation equipment
Sub total Aset Sewa Pembiayaan Kendaraan
43.259.689
4.030.313
5.072.155
-
42.217.847
2.034.140
1.299.590
-
-
3.333.730
Sub total Assets Under Financing Lease Transportation equipment
Total Akumulasi Penyusutan
45.293.829
5.329.903
5.072.155
-
45.551.577
Total Accumulated Depreciation
Nilai buku neto
15.635.760
13.157.533
Net book value
Tahun yang berakhir pada tanggal 31 Desember 2012
Biaya Perolehan Pemilikan Langsung Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan
Saldo Awal/ Beginning Balance
Penambahan/ Additions
Pengurangan/ Deductions
Reklasifikasi/ Reclassifications
Year ended December 31, 2012
27.763.397
2.607.226
942.709
-
29.427.914
Cost Direct Ownership Utility equipment
5.705.141 12.572.409
21.500 6.174.035
3.138.370
2.934.461
5.726.641 18.542.535
Office furniture and fixtures Transportation equipment
2.934.461
53.697.090
(2.934.461)
7.232.499
Sub total Assets Under Financing Lease Transportation equipment
Sub total Aset Sewa Pembiayaan Kendaraan
46.040.947
8.802.761
4.081.079
10.166.960
-
-
Total Biaya Perolehan
56.207.907
8.802.761
4.081.079
Akumulasi Penyusutan Pemilikan Langsung Peralatan proyek Peralatan dan perlengkapan kantor Kendaraan
Saldo Akhir/ Ending Balance
-
60.929.589
Total Cost
25.430.865
1.919.675
942.709
-
26.407.831
Accumulated Depreciation Direct Ownership Utility equipment
4.525.270 12.446.159
323.968 1.267.140
3.138.370
1.427.691
4.849.238 12.002.620
Office furniture and fixtures Transportation equipment
Sub total Aset Sewa Pembiayaan Kendaraan
42.402.294
3.510.783
4.081.079
1.427.691
43.259.689
977.644
2.484.187
-
Total Akumulasi Penyusutan
43.379.938
5.994.970
4.081.079
Nilai buku neto
12.827.969
60
277
(1.427.691) -
2.034.140
Sub total Assets Under Financing Lease Transportation equipment
45.293.829
Total Accumulated Depreciation
15.635.760
Net book value
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
12. ASET TETAP (lanjutan)
12. FIXED ASSETS (continued) Depreciation the following:
Beban penyusutan dialokasikan sebagai berikut:
expenses
was
allocated
to
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Beban langsung (Catatan 24) Beban umum dan administrasi (Catatan 26)
1.562.020
1.350.484
1.619.768
4.046.919
3.979.419
4.375.202
Direct costs (Note 24) General and administrative expenses (Note 26)
Total
5.608.939
5.329.903
5.994.970
Total
Pada tanggal 31 Desember 2014, 2013 dan 2012, nilai perolehan aset tetap Kelompok Usaha yang telah disusutkan penuh namun masih digunakan adalah masing-masing sebesar Rp32.547.046, Rp31.319.158 dan Rp35.281.237.
As of December 31, 2014, 2013 and 2012, the cost of the Group’s fixed assets that have been fully depreciated but are still being used amounted to Rp32,547,046, Rp31,319,158 and Rp35,281,237, respectively.
Pada tahun 2014, Kelompok Usaha mengasuransikan persediaan (kecuali hak atas tanah), properti investasi (kecuali hak atas tanah), aset tetap dan proyek dalam pelaksanaan (kecuali hak atas tanah) (Catatan 8, 11 dan 13) terhadap risiko kebakaran dan risiko lainnya berdasarkan suatu paket polis tertentu oleh PT Asuransi Central Asia, PT Asuransi Asoka Mas Tbk. dan PT Asuransi Sinar Mas, pihak ketiga, dengan nilai pertanggungan sekitar AS$421.900.000 dan Rp1.295.962.160 yang menurut pendapat manajemen, nilai pertanggungan tersebut cukup untuk menutupi kemungkinan kerugian terhadap risiko kebakaran dan risiko lainnya.
In 2014, the Group carries insurance against loss by fire and other risks on insurable inventories (except for landrights), investment properties (except for landrights), fixed assets and construction in progress (except for landrights) (Notes 8, 11 and 13) under blanket policies by PT Asuransi Central Asia, PT Asuransi Asoka Mas Tbk. and PT Asuransi Sinar Mas, third parties, with total coverage of approximately US$421,900,000 and Rp1,295,962,160, which management believes, is reasonable to cover possible losses from fire and other risks.
Pada tanggal 31 Desember 2014, 2013 dan 2012, manajemen Kelompok Usaha berkeyakinan bahwa tidak ada indikasi penurunan nilai aset tetap.
As of December 31, 2014, 2013 and 2012, the Group’s management believes that there is no indication of impairment in the value of fixed assets.
Rincian penjualan aset tetap adalah sebagai berikut:
The details of sale of fixed assets are as follows:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Hasil penjualan aset tetap Nilai buku aset tetap
4.462.000 3.036.797
378.900 -
1.357.000 -
Proceed from sale of fixed asstes Net book value of fixed assets
Laba penjualan aset tetap
1.425.203
378.900
1.357.000
Gain on sale of fixed assets
Gain on sale of fixed assets is presented as part of “Other Operating Income” in the consolidated statements of comprehensive income (Note 27).
Laba penjualan aset tetap disajikan sebagai bagian dari “Pendapatan Operasi Lain” pada laporan laba rugi komprehensif konsolidasian (Catatan 27).
61
278
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
13. PROYEK DALAM PELAKSANAAN
13. CONSTRUCTION IN PROGRESS Construction in progress consists of:
Proyek dalam pelaksanaan terdiri dari: 31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Icon Tower, Jakarta Holiday Inn & Suites, Jakarta Hotel Hilton Garden Inn, Bali Plaza Great River Indonesia (Catatan 34a)
1.828.160.638 615.404.877 234.978.277
1.525.185.208 471.176.901 159.044.143
1.412.233.190 385.431.731 73.745.537
11.153.068
-
-
Icon Tower, Jakarta Holiday Inn & Suites, Jakarta Hilton Garden Inn Hotel, Bali Great River Plaza Indonesia (Note 34a)
Total
2.689.696.860
2.155.406.252
1.871.410.458
Total
Proyek Icon Tower dan Holiday Inn & Suites yang terletak di Jakarta termasuk harga perolehan tanah yang telah disesuaikan menjadi harga pasar pada saat Perusahaan melakukan kuasireorganisasi pada tahun 2011.
Icon Tower and Holiday Inn & Suites projects located in Jakarta include cost of land which has been adjusted the fair value when the Company conducted quasi-reorganization in 2011.
Mutasi proyek dalam pelaksanaan adalah sebagai berikut:
The movements of construction in progress are as follows:
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Saldo awal Penambahan tahun berjalan Reklasifikasi
2.155.406.252 534.290.608 -
1.871.410.458 283.995.794 -
1.654.613.035 224.205.138 (7.407.715)
Saldo akhir
2.689.696.860
2.155.406.252
1.871.410.458
Beginning balance Addition in the current year Reclassification Ending balance
Pada tanggal 31 Desember 2014, proyek dalam pelaksanaan sebesar Rp1.823.553.189 (31 Desember 2013: Rp1.520.577.759 dan 31 Desember 2012: Rp1.407.747.228) dan penguasaan hak atas proyek dalam rangka bangun, kelola dan alih yang terletak di Bali pada tanggal 31 Desember 2014, 2013 dan 2012, dijadikan sebagai jaminan untuk utang bank (Catatan 16).
As of December 31, 2014, construction in progress amounting to Rp1,823,553,189 (December 31, 2013: Rp1,520,577,759 and December 31, 2012: Rp1,407,747,228) and assignment rights of build, operate and transfer arrangements of the project located in Bali as of December 31, 2014, 2013 and 2012, are pledged as collateral for bank loans (Note 16).
Beban pembiayaan neto yang dikapitalisasi ke dalam proyek dalam pelaksanaan adalah sebesar Rp82.677.577 untuk tahun yang berakhir pada tanggal 31 Desember 2014 (untuk tahun yang berakhir pada tanggal 31 Desember 2013: Rp103.947.413 dan untuk tahun yang berakhir pada tanggal 31 Desember 2012: Rp90.261.140).
Net financing cost capitalized to construction in progress amounted to Rp82,677,577 for the year ended December 31, 2014 (for the year ended December 31, 2013: Rp103,947,413 and for the year ended December 31, 2012: Rp90,261,140).
Pada tanggal 31 Desember 2014, persentase penyelesaian atas proyek Icon Tower dan Holiday Inn & Suites yang berlokasi di Sudirman dan Gajahmada, Jakarta dan proyek Hotel Hilton Garden Inn yang berlokasi di Bali adalah masingmasing 9,99%,57,27% dan 89,16%.
As of December 31, 2014, the percentage of completion of Icon Tower and Holiday Inn & Suites projects located in Sudirman and Gajahmada, Jakarta and Hotel Hilton Garden Inn located in Bali are 9.99%,57.27% and 89.16%, respectively.
62
279
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
13. PROYEK DALAM PELAKSANAAN (lanjutan)
13. CONSTRUCTION IN PROGRESS (continued)
Hak atas tanah dari proyek dalam pelaksanaan merupakan Hak Guna Bangunan (HGB) yang akan berakhir pada berbagai tanggal antara tahun 2020 sampai dengan tahun 2027. Manajemen berkeyakinan bahwa HGB tersebut dapat diperpanjang pada saat berakhirnya hak tersebut.
The landrights associated with construction in progress represent rights for building construction or Building Usage Right (HGB) that will expire in various dates from 2020 to 2027. Management believes that the terms of these HGB can be extended upon their expiration.
Estimasi penyelesaian Icon Tower, Jakarta, Holiday Inn & Suites, Jakarta dan Hilton Garden Inn Hotel, Bali adalah masing-masing pada tahun 2016, 2015 dan 2015.
The estimated completion Icon Tower, Jakarta, Holiday Inn & Suites, Jakarta and Hilton Garden Inn Hotel, Bali is 2016, 2015 and 2015, respectively.
Proyek dalam pelaksanaan Kelompok Usaha telah diasuransikan terhadap risiko kebakaran dan risiko lainnya berdasarkan suatu paket polis tertentu seperti dijelaskan pada Catatan 12.
The Group’s construction in progress is insured against loss by fire and other risks under blanket policies as discussed in Note 12.
Perusahaan melakukan penilaian atas nilai pasar properti investasi secara berkala. Berdasarkan laporan hasil penilaian terakhir dari Penilai Independen, yang dilakukan oleh KJPP Wilson dan Rekan, nilai pasar proyek dalam pelaksanaan Kelompok Usaha pada tanggal 31 Desember 2014 adalah sebesar Rp5.127.899.000.
The Company performs market value assessment periodically. Based on the latest appraisal report from Independent Appraiser which performed by KJPP Wilson and Rekan, the market value of the Group’s construction in progress as of December 31, 2014 amounted to Rp5,127,899,000.
Pada tanggal 31 Desember 2014, 2013 dan 2012, manajemen Kelompok Usaha berkeyakinan bahwa tidak ada indikasi penurunan nilai proyek dalam pelaksanaan.
As of December 31, 2014, 2013 and 2012, the Group’s management believes that there is no indication of impairment in the value of construction in progress.
14. TANAH UNTUK PENGEMBANGAN Rincian tanah untuk sebagai berikut:
pengembangan 31 Desember 2014/ December 31, 2014
14. LAND FOR DEVELOPMENT The details of land for development are as follows:
adalah 31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Kampung Bandan, Jakarta Serang, Banten
282.603.429 41.682.195
282.603.430 26.243.003
282.307.609 -
Kampung Bandan, Jakarta Serang, Banten
Total
324.285.624
308.846.433
282.307.609
Total
Land located at Kampung Bandan, Jakarta is owned by the Company. As of December 31, 2014, 2013 and 2012, land for development located at Kampung Bandan has an 2 area of 70,052m , each. The landrights represent Building Usage Right (HGB) that will expire in 2020.
Tanah yang terletak di Kampung Bandan, Jakarta adalah tanah milik Perusahaan. Pada tanggal 31 Desember 2014, 2013 dan 2012, tanah untuk pengembangan di Kampung Bandan adalah 2 masing-masing seluas 70.052m . Hak atas tanah tersebut diatas merupakan Hak Guna Bangunan (HGB) yang akan berakhir pada tahun 2020.
63
280
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
14. TANAH UNTUK PENGEMBANGAN (lanjutan)
14. LAND FOR DEVELOPMENT (continued) Land located at Serang, Banten is land owned by BEI, a subsidiary that was acquired by the Company in 2013. As of December 31, 2014 and 2013, land for development located at Serang, 2 2 Banten has an area of 1,078,792m and 665,859m , respectively. As of December 31, 2014, land area of 2 168,486m has been certified (December 31, 2013: 2 2 137,705m ) and land area of 910,306m is in the process of releasing the right (December 31, 2 2013: 528,154m ).
Tanah yang terletak di Serang, Banten adalah tanah milik BEI, entitas anak yang diakuisisi Perusahaan pada tahun 2013. Pada tanggal 31 Desember 2014 dan 2013, tanah untuk pengembangan di Serang, Banten adalah masing2 2 masing seluas 1.078.792m dan 665.859m . Pada tanggal 31 Desember 2014, luas tanah yang telah 2 bersertifikat adalah 168.486m (31 Desember 2 2013: 137.705m ) dan luas tanah yang masih 2 dalam proses pelepasan hak adalah 910.306m 2 (31 Desember 2013: 528.154m ). 15. ASET LAIN-LAIN, NETO
15. OTHER ASSETS, NET This account consists of the following:
Akun ini terdiri dari: 31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Beban pembiayaan ditangguhkan Komisi atas penjualan unit strata Beban tangguhan atas tanah, neto Lain-lain
2.281.806 1.395.412 865.816 1.451.896
2.632.850 3.386.340 1.180.491 1.437.664
5.035.000 3.600.139 1.495.166 -
Deferred financing costs Commission for unit strata title sold Deferred charges on land, net Others
Aset lain-lain, neto Dikurangi bagian lancar
5.994.930 1.710.085
8.637.345 3.701.015
10.130.305 3.899.656
Other assets, net Less current portion
Aset tidak lancar lain-lain, neto
4.284.845
4.936.330
6.230.649
Non-current portion, net
16. UTANG BANK
16. BANK LOANS Bank loans consist of:
Utang bank terdiri dari: 31 Desember 2014/ December 31, 2014
Rupiah PT Bank Internasional Indonesia Tbk.(a) PT Bank QNB Kesawan Tbk.(b) (c) PT Bank Victoria International Tbk. Dolar AS PT Bank QNB Kesawan Tbk.(b) PT Bank Pan Indonesia Tbk.(d)
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Rupiah (a)
1.036.810.000 54.950.535 -
1.162.810.000 19.000.000
470.000.000 19.000.000
108.850.000 -
-
580.200.000
PT Bank Internasional IndonesiaTbk. PT Bank QNB KesawanTbk.(b) (c) PT Bank Victoria International Tbk. US Dollar PT Bank QNB Kesawan Tbk.(b) PT Bank Pan Indonesia Tbk.(d)
Sub total Dikurangi biaya transaksi yang ditangguhkan
1.200.610.535
1.181.810.000
1.069.200.000
Sub total
Utang bank, neto
1.188.267.628
Dikurangi bagian jangka pendek Bagian jangka panjang
(12.342.907)
(11.821.272)
(6.118.247)
Less deferred transaction cost
1.169.988.728
1.063.081.753
Bank loan, net
124.500.000
162.000.000
355.509.000
Less current maturities portion
1.063.767.628
1.007.988.728
707.572.753
Long-term portion
64
281
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued)
a. PT Bank Internasional Indonesia Tbk. (Bank BII)
a. PT Bank Internasional Indonesia Tbk. (Bank BII)
Pada tanggal 16 November 2009, Perusahaan memperoleh fasilitas Pinjaman Berjangka 1 (PB 1) untuk melunasi sebagian utang bank dari Deutsche Bank, AG, Cabang Hong Kong (agen fasilitas) dan untuk memperkuat modal kerja Perusahaan dengan jumlah maksimum sebesar Rp500.000.000 dari Bank BII. Pinjaman ini dikenakan bunga sebesar 11,75% per tahun (dapat disesuaikan). PB 1 akan dibayar melalui angsuran triwulanan sejak bulan Februari 2010 sampai dengan Agustus 2014. Perusahaan telah melakukan penarikan penuh atas fasilitas ini. Fasilitas pinjaman ini telah dilunasi oleh Perusahaan pada tanggal 15 Agustus 2014.
On November 16, 2009, the Company obtained Term-Loan facility 1 (PB 1) for partial loan settlement of Deutsche Bank, AG, Hong Kong Branch (facility agent) and to strengthen the Company’s working capital with maximum amount of Rp500,000,000 from Bank BII. This loan bears interest of 11.75% per annum (subject to review).The Company has fully drawn down this facility. PB 1 will be paid with quarterly installments starting from February 2010 until August 2014. This loan facility has been fully settled by the Company on August 15, 2014.
Pada tanggal 26 Agustus 2011, Perusahaan memperoleh tambahan fasilitas Pinjaman Berjangka 2 (PB 2) untuk pembangunan proyek Perusahaan yang terletak di Bali, dengan jumlah maksimum sebesar Rp80.000.000 dari Bank BII. Pinjaman ini dikenakan bunga sebesar 12,00% per tahun. PB 2 akan dibayar melalui angsuran triwulanan sejak bulan Agustus 2013 sampai dengan Agustus 2017. Perusahaan telah melakukan penarikan penuh atas fasilitas ini.
On August 26, 2011, the Company obtained an additional Term-Loan facility 2 (PB 2) for the development of the Company’s project located in Bali, with maximum amount of Rp80,000,000 from Bank BII. This loan bears interest of 12.00% per annum. PB 2 will be paid with quarterly installments starting from August 2013 until August 2017. The Company has fully drawn down this facility.
Pada tanggal 19 Desember 2012, Perusahaan memperoleh tambahan fasilitas Pinjaman Berjangka 3 (PB 3) untuk memperkuat modal kerja Perusahaan, dengan jumlah maksimum sebesar Rp335.000.000. Pinjaman ini dikenakan bunga sebesar 10,50% per tahun dengan jangka waktu 72 (tujuh puluh dua) bulan sejak tanggal perjanjian. Jangka waktu penarikan fasilitas ini adalah sampai dengan bulan Maret 2013. Perusahaan telah melakukan penarikan penuh atas fasilitas ini.
On December 19, 2012, the Company obtained an additional Term-loan facility 3 (PB 3) to strengthen the Company’s working capital, with maximum amount of Rp335,000,000. This loan bears interest of 10.50% per annum with a term of 72 (seventy two) months from the agreement date. This facility’s availability period was until March 2013. The Company has fully drawn down this facility.
Berdasarkan Surat Penegasan Kredit dari Bank BII tanggal 17 Oktober 2013, BII setuju untuk memberikan fasilitas tambahan berupa Pinjaman Berjangka 4 (PB 4) untuk pembiayaan kembali utang dari PT Bank Pan Indonesia Tbk., khususnya fasilitas Pinjaman Jangka Panjang dan Pinjaman Berulang 2, dengan jumlah maksimum sebesar Rp670.000.000.
Based on the Confirmation Letter of Credit from Bank BII dated October 17, 2013, Bank BII agreed to provide an additional facility as Termloan 4 (PB 4) to refinance the loan from PT Bank Pan Indonesia Tbk., specifically the Long-term Loan and Revolving Loan 2, with maximum amount of Rp670,000,000.
65
282
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued)
a. PT Bank Internasional Indonesia Tbk. (Bank BII) (lanjutan)
a. PT Bank Internasional Indonesia Tbk. (Bank BII) (continued)
PB 4 dikenakan bunga sebesar 11,75% per tahun dengan jangka waktu 84 (delapan puluh empat) bulan sejak tanggal perjanjian. Pada tanggal 31 Desember 2014, fasilitas yang sudah digunakan oleh Perusahaan adalah sebesar Rp661.810.000.
PB 4 bears interest of 11.75% per annum with a term of 84 (eighty four) months from the agreement date. As of December 31, 2014, the facility drawn by the Company amounted to Rp661,810,000.
Selain itu, Bank BII juga memberikan tambahan fasilitas berupa LC/SKBDN Line untuk pembelian perlengkapan gedung.
Moreover, Bank BII also provided additional facility as LC/SKBDN Line for purchase of building materials.
Pada tanggal 31 Desember 2014, bunga yang berlaku untuk PB 2 adalah 12,75% per tahun, untuk PB 3 adalah 10,50% dan 10,52% per tahun, dan untuk PB 4 adalah 12,25% per tahun.
AS of December 31, 2014, the in terest rate for PB 2 is 12.75% per annum, for PB 3 is 10.50% and 10.52% per annum, and for PB 4 is 12.25% per annum.
Pada tanggal 31 Desember 2014, pinjamanpinjaman ini dijamin dengan sejumlah uang dalam rekening penampungan (escrow account) pada Bank BII sebesar AS$335.137 dan Rp61.869.584 (31 Desember 2013: AS$1.910.845 dan Rp51.792.819 dan 31 Desember 2012: AS$1.133.177 dan Rp61.735.792) (Catatan 4), tanah dan bangunan Chase Plaza (Catatan 11) dan Icon Tower (Catatan 13) penguasaan hak bangun, kelola dan alih Plaza Bapindo dan proyek yang terletak di Bali, jaminan fidusia atas hak asuransi Plaza Bapindo (Catatan 11 dan 13) dan Chase Plaza, piutang usaha secara fidusia dari Chase Plaza, Plaza Bapindo dan proyek yang terletak di Bali, deposito senilai 100% dari pembukaan L/C dan jaminan perseorangan dari Bapak Hartadi Angkosubroto.
As of December 31, 2014, the loan is secured by an escrow account placed in Bank BII amounting to US$335,137 and Rp61,869,584 (December 31, 2013: US$1,910,845 and Rp51,792,819 and December 31, 2012: US$1,133,177 and Rp61,735,792) (Note 4), land and building of Chase Plaza (Note 11) and Icon Tower (Note 13), assignment of build, operate and transfer arrangement rights of Bapindo Plaza and project located in Bali, fiduciary transfer over insurance rights of Bapindo Plaza (Notes 11 and 13) and Chase Plaza, trade receivables with fiduciary basis of Chase Plaza, Bapindo Plaza and project located in Bali, deposit amounting to 100% from opening L/C and personal guarantee from Mr. Hartadi Angkosubroto.
Selain itu, selama pinjaman belum dilunasi, Perusahaan harus memelihara beberapa rasio keuangan seperti, Debt Service Reserve Account tidak kurang dari satu pembayaran pokok dan bunga, dan Debt to Equity Ratio tidak lebih dari 3 (tiga) kali. Pada tanggal 31 Desember 2014, 2013 dan 2012, Perusahaan dapat memenuhi rasio keuangan yang disyaratkan.
In addition, while the loan is outstanding, the Company is required to maintain certain financial ratios, such as Debt Service Reserve Account not less than one principal and interest payment, and Debt to Equity Ratio not to exceed more than 3 (three) times. As of December 31, 2014, 2013 and 2012, the Company has complied with the required financial ratios.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued) b. PT Bank QNB Kesawan Tbk. (Bank QNB)
b. PT Bank QNB Kesawan Tbk. (Bank QNB) Pada tanggal 23 September 2014, Perusahaan mendapatkan fasilitas kredit berupa Senior Secured Term Loan dari Bank QNB dengan jumlah maksimum sebesar Rp210.000.000, yang terdiri dari Tranche A sebesar Rp105.000.000 dan Tranche B sebesar AS$8.750.000. Pinjaman Tranche A dikenakan bunga sebesar Suku Bunga Bank Indonesia + 5,00% per tahun dan Tranche B dikenakan bunga sebesar LIBOR 3 (tiga) bulan + 5,25% per tahun.
On September 23, 2014, the Company obtained Senior Secured Term Loan credit facility from Bank QNB with maximum principal amounting to Rp210,000,000, consisting of Tranche A amounting to Rp105,000,000 and Tranche B amounting to US$8,750,000. Tranche A Loan bears interest at Bank Indonesia Rate + 5.00% per annum and Tranche B bears interest at 3 (three) months LIBOR + 5.25% per annum.
Tranche A digunakan untuk melunasi pinjaman dari Bank Victoria dan membiayai pembangunan konstruksi dan penyelesaian proyek Perusahaan dan Tranche B digunakan untuk membiayai pembangunan konstruksi dan penyelesaian proyek Perusahaan.
Tranche A is used for refinancing loan from Bank Victoria and funding the construction and completion of the Company’s project and Tranche B is used for funding the construction and completion of the Company’s project.
Pada tanggal 31 Desember 2014, fasilitas yang sudah digunakan Perusahaan untuk fasilitas Tranche A dan Tranche B adalah masing-masing sebesar Rp54.950.535 and AS$8.750.000 (setara dengan Rp108.850.000). Tranche A dan Tranche B akan dibayar melalui angsuran triwulanan sejak bulan Maret 2016 sampai dengan Desember 2021.
As of December 31, 2014, the facility drawn by the Company for Tranche A and Tranche B amounted to Rp54,950,535 and US$8,750,000 (equivalent to Rp108,850,000), respectively. Tranche A and Tranche B will be paid with quarterly installments starting from March 2016 until December 2021.
Perjanjian kredit ini dijamin dengan tanah atas proyek apartemen La Maison Barito (Catatan 8), jaminan fidusia atas seluruh piutang dagang, piutang dari Perjanjian Sewa Debitur dengan nilai penjaminan sebesar Rp50.000.000, Perjanjian Subordinasi dari para pemegang saham dan/atau anak perusahaan, Perjanjian Gadai atas Debt Service Account dan Operating Account minimum sebesar Rp1.000.000.
This credit facility agreement is secured by land of La Maison Barito apartment project (Note 8), fiduciary transfer over all trade receivables, Debitor’s Rent/Lease Receivables Agreement amounting to Rp50,000,000, Subordination Agreement from shareholders and/or subsidiary, Mortgage Agreement over Debt Service Account and Operating Account with minimum amount of Rp1,000,000.
Selain itu, selama pinjaman belum dilunasi, Perusahaan harus memelihara beberapa rasio keuangan seperti, Debt Service Ratio sama besarnya dengan jumlah pembayaran satu kali pembayaran triwulanan atas pokok dan bunga, Debt Service Coverage Ratio tidak kurang dari 1,1 kali, dan Debt/Tangible Net Worth Ratio tidak lebih dari 3 (tiga) kali. Pada tanggal 31 Desember 2014, Perusahaan belum menempatkan dana pada rekening penampungan (escrow account).
In addition, while the loan is outstanding, the Company is required to maintain certain financial ratios, such as Debt Service Ratio with the same amount of payment once the payment of quarterly on the principal and interest, Debt Service Coverage Ratio not less than 1.1 times, and Debt/Tangible Net Worth Ratio not to exceed more than 3 (three) times. As of December 31, 2014, the Company has not place any fund in escrow account.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued)
c. PT Bank Victoria International Tbk. (Bank Victoria)
c. PT Bank Victoria International Tbk. (Bank Victoria)
Pada tanggal 11 April 2012, Perusahaan memperoleh fasilitas Kredit Investasi (KI) dari Bank Victoria untuk pembangunan proyek apartemen La Maison Barito dengan jumlah maksimum sebesar Rp210.000.000. Pinjaman ini dikenakan bunga sebesar 12,00% per tahun. Pinjaman tersebut akan dibayar dengan angsuran bulanan mulai bulan Desember 2014 sampai dengan bulan April 2017.
On April 11, 2012, the Company obtained Investment Credit facility (KI) from Bank Victoria for the development of La Maison Barito apartment project with maximum amount of Rp210,000,000. This loan bears interest of 12.00% per annum. The loan will be paid with monthly installments starting from December 2014 to April 2017.
Fasilitas pinjaman ini telah dilunasi oleh Perusahaan pada tanggal 1 Desember 2014.
This loan facility has been fully settled by the Company on December 1, 2014.
Pada tanggal 31 Desember 2013 dan 2012, pinjaman ini dijamin dengan sejumlah uang dalam rekening penampungan (escrow account) pada Bank Victoria masing-masing sebesar Rp23.434.350 dan Rp8.082.121 (Catatan 4), tanah atas proyek apartemen La Maison Barito (Catatan 8), piutang usaha secara fidusia dari apartemen La Maison Barito dan jaminan perseorangan dari Bapak Hartadi Angkosubroto.
As of December 31, 2013 and 2012, this loan is secured by an escrow account placed in Bank Victoria amounting to Rp23,434,350 and Rp8,082,121, respectively (Note 4), land of La Maison Barito apartment project (Note 8), trade receivables on a fiduciary basis of La Maison Barito apartment and personal guarantee from Mr. Hartadi Angkosubroto.
d. PT Bank Pan Indonesia Tbk. (Bank Panin)
d. PT Bank Pan Indonesia Tbk. (Bank Panin) Pada tanggal 29 Oktober 2010, Perusahaan mendapatkan fasilitas kredit dari Bank Panin yang terdiri dari Pinjaman Jangka Panjang (PJP) dan Pinjaman Berulang 1 (PB1), dengan jumlah maksimum sebesar AS$40.000.000 untuk PJP dan AS$20.000.000 untuk PB1. Pinjaman tersebut dikenakan bunga tahunan sebesar SIBOR + 7,64% per tahun. PJP digunakan untuk melunasi pinjaman kreditur lainnya dan PB1 digunakan untuk memperkuat modal kerja Perusahaan.
On October 29, 2010, the Company obtained credit facility from Bank Panin consisting of Long-term Loan (PJP) and Revolving Loan 1 (PB1), with maximum principal amount of US$40,000,000 for PJP and US$20,000,000 for PB1. These credit facilities bear interest at SIBOR + 7.64% per annum. PJP is used for other loan settlement and PB1 is to strengthen the Company’s working capital.
Pada tanggal 23 April 2012, Perusahaan mendapatkan tambahan fasilitas Pinjaman Berulang 2 (PB2) untuk memperkuat modal kerja Perusahaan dengan jumlah maksimum sebesar Rp200.000.000. Pinjaman ini dikenakan bunga sebesar 11,00% per tahun.
On April 23, 2012, the Company obtained the additional Revolving Loan 2 facility (PB2) to strengthen the Company’s working capital with maximum amount of Rp200,000,000. This loan bears interest of 11.00% per annum.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued)
d. PT Bank Pan Indonesia Tbk. (Bank Panin) (lanjutan)
d. PT Bank Pan Indonesia Tbk. (Bank Panin) (continued)
PJP akan dibayar melalui angsuran bulanan mulai bulan November 2013 sampai dengan bulan Oktober 2015, sedangkan PB1 dan PB2 telah berakhir pada tanggal 29 Oktober 2012. Sesuai dengan perubahan perjanjian kredit pada tanggal 11 Desember 2012, masa jatuh tempo PB1 dan PB2 telah diperpanjang sampai dengan tanggal 29 Oktober 2013.
PJP will be paid with monthly installments starting from November 2013 until October 2015, while PB1 and PB2 matured on October 29, 2012. Based on the amended loan agreement dated December 11, 2012, the maturity date of PB1 and PB2 has been extended until October 29, 2013.
Pada tanggal 31 Desember 2012, saldo PJP dalam mata uang Dolar AS adalah sebesar AS$40.000.000, sedangkan pada tanggal 31 Desember 2012, saldo PB1 dalam mata uang Dolar AS adalah sebesar AS$20.000.000.
As of December 31, 2012, the outstanding PJP in US Dollar amounted to US$40,000,000, while as of December 31, 2012, the outstanding PB1 in US Dollar amounted to US$20,000,000.
Pada tanggal 31 Desember 2012, pinjamanpinjaman ini dijamin dengan sejumlah uang dalam rekening penampungan (escrow account) pada Bank Panin sebesar AS$423.135 dan Rp1.960.719 (Catatan 4), tanah dan bangunan Citywalk dan proyek Icon Tower (dahulu Chase Extension) (Catatan 11 dan 13), dan piutang usaha secara fidusia dari Plaza Great River, STIE Nusantara dan Citywalk Sudirman dan jaminan perseorangan dari Bapak Hartadi Angkosubroto.
As of December 31, 2012, these loans are secured by an escrow account placed in Bank Panin amounting to US$423,135 and Rp1,960,719 (Note 4), land and building of Citywalk and Icon Tower (formerly Chase Extension) Project (Notes 11 and 13), and trade receivables on a fiduciary basis of Great River Plaza, STIE Nusantara and Citywalk Sudirman and personal guarantee from Mr. Hartadi Angkosubroto.
Berdasarkan Perubahan Perjanjian Kredit No. 034/CIB-PK/IX/13 tanggal 3 September 2013, Bank Panin setuju untuk: 1. Mengubah nama fasilitas Pinjaman Jangka Panjang (PJP) menjadi Pinjaman Jangka Panjang 1 (PJP 1) dan mengubah maksimal fasilitas kredit yang sebelumnya sebesar AS$40.000.000 menjadi AS$30.000.000 setelah dilakukannya konversi. 2. Melakukan konversi secara bertahap sebagian utang fasilitas Pinjaman Jangka Panjang ke dalam mata uang Rupiah, sehingga menjadi fasilitas Pinjaman Jangka Panjang 2 yang sebelumnya sebesar AS$10.000.000 menjadi sebesar Rp116.200.000.
Based on the Amendment of Credit Agreement No. 034/CIB-PK/IX/13 dated September 3, 2013, Bank Panin agreed to: 1. Change the facility name of Long-term Loan (PJP) to Long-term Loan 1 (PJP 1) and change the maximum credit facility from previously amounted to US$40,000,000 to US$30,000,000 after the conversion.
Selain itu, selama pinjaman belum dilunasi, Perusahaan harus memelihara posisi rasio antara nilai pasar tanah dan bangunan tertentu dengan saldo pinjaman tidak kurang dari 140%.
In addition, while the loan is outstanding, the Company is required to maintain ratio for market value of certain land and building with outstanding loan not less than 140%.
2.
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Gradually converting partial Long-term loan facility to Rupiah, therefore became Long-term Loan 2 which previously amounted to US$10,000,000 to Rp116,200,000.
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued)
d. PT Bank Pan Indonesia Tbk. (Bank Panin) (lanjutan)
d. PT Bank Pan Indonesia Tbk. (Bank Panin) (continued)
Seluruh fasilitas pinjaman dari Bank Panin telah dilunasi oleh Perusahaan pada berbagai tanggal di tahun 2013.
All loan facilities from Bank Panin have been fully settled by the Company on various date in 2013.
e. Deutsche Bank AG, Cabang Hong Kong (agen fasilitas) (DB Hong Kong)
e. Deutsche Bank AG, Hong Kong Branch (facility agent) (DB Hong Kong)
Berdasarkan Perjanjian Kredit Sindikasi Berjangka tanggal 23 Juli 2007, Deutsche Bank AG, Cabang Hong Kong (sebagai agen fasilitas - DB Hong Kong), setuju untuk memberikan fasilitas kredit sebesar AS$160.000.000, yang diantaranya digunakan untuk melunasi utang bank yang ada dan pembelanjaan modal untuk proyek-proyek baru. Fasilitas ini dikenakan tingkat suku bunga tahunan sebesar LIBOR 3 (tiga) bulan + 5,5% per tahun. Pinjaman ini akan dibayarkan melalui angsuran triwulanan dimulai sejak tanggal 26 Oktober 2010 sampai dengan 26 Juli 2012 masing-masing sebesar AS$20.000.000.
Based on the Syndicated Amortizing Term-Loan Facility Agreement dated July 23, 2007, Deutsche Bank AG, Hong Kong Branch (as facility agent - DB Hong Kong), agreed to provide a credit facility at the maximum amount of US$160,000,000, which was used, among others, for loan settlements and capital expenditures for new projects. This facility bears interest at the rate of 3 (three) months LIBOR + 5.5% per annum. The loan is repayable in quarterly installment starting from October 26, 2010 up to July 26, 2012 with installment of US$20,000,000, each.
Pada bulan Januari dan November 2010, Perusahaan melakukan pembayaran dipercepat atas sebagian pinjaman sebesar AS$93.274.876 atau setara dengan Rp858.564.990. Pada tanggal 31 Desember 2011, saldo utang bank tersebut dalam mata uang Dolar AS adalah sebesar AS$69.756.202.
In January and November 2010, the Company has accelerated partial payment of the loan amounting to US$93,274,876 or equivalent to Rp858,564,990. As of December 31, 2011, the outstanding balance of the loan in US Dollar amounted to US$69,756,202.
Berdasarkan perubahan perjanjian tanggal 7 Juni 2012, Perusahaan dan DB Hong Kong menyetujui penyelesaian saldo pinjaman sindikasi ini dengan pembayaran tunai sebesar AS$23.756.202 dan melalui konversi utang menjadi modal saham sebesar AS$46.000.000 (dengan menggunakan nilai tukar Rupiah yang telah disepakati sebesar Rp9.500 (angka penuh) per AS$1), dengan jumlah saham yang diterbitkan sejumlah 280.000.000 saham dan harga konversi saham sebesar Rp1.560,71 (angka penuh) per saham (Catatan 22).
Based on the amended agreement dated June 7, 2012, the Company and DB Hong Kong agreed to settle the syndicated loan with cash payment amounting to US$23,756,202 and through conversion of loan into share capital amounting to US$46,000,000 (with the agreed exchange rate of Rp9,500 (full amount) per US$1), with the number of shares issued of 280,000,000 shares and conversion price of share of Rp1,560.71 (full amount) per share (Note 22).
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
16. UTANG BANK (lanjutan)
16. BANK LOANS (continued)
e. Deutsche Bank AG, Cabang Hong Kong (agen fasilitas) (DB Hong Kong) (lanjutan)
e. Deutsche Bank AG, Hong Kong Branch (facility agent) (DB Hong Kong) (continued)
Oleh karena itu, pada bulan Juni dan Juli 2012, Perusahaan telah membayar saldo pinjaman sebesar AS$23.756.202 atau setara dengan Rp219.509.167 dan menerbitkan saham baru sejumlah 280.000.000 saham dengan nilai nominal sebesar Rp500 (angka penuh) per saham dan dengan harga konversi saham sebesar Rp1.560,71 (angka penuh) per saham (Catatan 22).
Accordingly, in June and July 2012, the Company has paid the outstanding loan amounting to US$23,756,202 or equivalent to Rp219,509,167 and issued the new share capital of 280,000,000 shares with par value of Rp500 (full amount) per share and with conversion price of Rp1,560.71 (full amount) per share (Note 22).
Nilai wajar saham Perusahaan berdasarkan laporan Penilai Independen yang dilakukan oleh KJPP Ruky, Safrudin & Rekan adalah sebesar Rp1.478,24 (angka penuh), oleh karena itu, selisih antara harga konversi dengan nilai wajar sebesar Rp23.092.800 dicatat sebagai bagian dari “Pendapatan Lainlain” pada laporan laba rugi komprehensif konsolidasian untuk tahun yang berakhir pada tanggal 31 Desember 2012.
The fair value of the Company’s shares based on the Independent Valuer report performed by KJPP Ruky, Safrudin & Rekan amounted to Rp1,478.24 (full amount), accordingly, the difference between the conversion price with the fair value amounting to Rp23,092,800 is recorded as part of “Other Income” in the consolidated statement of comprehensive income for the year ended December 31, 2012.
17. UTANG OBLIGASI, NETO
17. BONDS PAYABLE, NET This account consists of:
Akun ini terdiri dari: 31 Desember 2014/ December 31, 2014
Nilai nominal Dikurangi beban emisi obligasi ditangguhkan
250.000.000
Utang obligasi, neto
246.739.625
31 Desember 2013/ December 31, 2013
(3.260.375)
250.000.000 (3.851.334) 246.148.666
31 Desember 2012/ December 31, 2012
-
Nominal value
-
Less deferred issuance costs
-
Bonds payable, net
Pada tanggal 8 Oktober 2013, Perusahaan menerbitkan Obligasi Berkelanjutan I Duta Anggada Realty Tahap I Tahun 2013 dengan Tingkat Bunga Tetap (“Obligasi Berkelanjutan I Tahap I”) dengan nilai nominal sebesar Rp250.000.000 dan tingkat suku bunga sebesar 12,25% selama 5 (lima) tahun, yang ditawarkan pada nilai nominal. Obligasi ini dicatatkan pada Bursa Efek Indonesia pada tanggal 9 Oktober 2013. Perusahaan dapat membeli kembali Obligasi Berkelanjutan I Tahap I setiap saat setelah satu tahun dari tanggal penjatahan.
On October 8, 2013, the Company issued Duta Anggada Realty Continuous Bonds I Phase I Year 2013 with Fixed Interest Rate (“Continuous Bonds I Phase I”) with nominal value of Rp250,000,000 and interest rate of 12.25% for 5 (five) years, which were offered at nominal value. These bonds were listed on the Indonesia Stock Exchange on October 9, 2013. The Company can buy back the Continuous Bonds I Phase I at anytime after one year from the date of allotment.
Bunga Obligasi Berkelanjutan I Tahap I dibayarkan setiap 3 (tiga) bulan sesuai tanggal pembayaran bunga. Bunga pertama dibayarkan tanggal 8 Januari 2014 dan tanggal terakhir pembayaran bunga, sekaligus tanggal jatuh tempo, adalah pada tanggal 8 Oktober 2018.
The interests for Continuous Bonds I Phase I are payable on quarterly basis based on the interest payment date. The first payment of interest is on January 8, 2014 and the last interest payment date, which is also the maturity date, shall be on October 8, 2018.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
17. UTANG OBLIGASI, NETO (lanjutan)
17. BONDS PAYABLE, NET (continued)
Obligasi Berkelanjutan I Tahap I ini dijaminkan dengan Gedung Citywalk Sudirman milik Perusahaan dengan nilai jaminan sekurangkurangnya 130% dari nilai pokok obligasi yang terutang. Pada tanggal 31 Desember 2014, properti investasi yang dijaminkan untuk Obligasi Berkelanjutan I Tahap I adalah sebesar Rp315.241.083 (31 Desember 2013: Rp319.697.917) (Catatan 11). Apabila Perusahaan tidak dapat memenuhi nilai jaminan, maka Perusahaan wajib melakukan penambahan aset tetap berupa tanah dan/atau aset lain yang dimiliki oleh Perusahaan atau penyetoran uang tunai (dana) sampai nilai jaminan memenuhi ketentuan.
Continous Bonds I Phase I were collateralized by the Citywalk Sudirman Building owned by the Company with an aggregate amount of not less than 130% of the principal amount of the bonds payable. As of December 31, 2014, the investment property pledged as collateral to the Continuous Bonds I Phase I amounted to Rp315,241,083 (December 31, 2013: Rp319,697,917) (Note 11). If the Company cannot fulfill the collateral, then the Company is required to add fixed asset of land and/or other asset owned by the Company or deposit cash (fund) to meet the required value of collateral.
Penerbitan Obligasi Berkelanjutan I Tahap I dilakukan sesuai dengan Akta Perjanjian Perwaliamanatan dan Akta Addendum I Perjanjian Perwaliamanatan Obligasi Berkelanjutan I Duta Anggada Realty dengan Tingkat Bunga Tetap Tahap I No. 18 dan No. 21 masing-masing pada tanggal 8 Juli 2013 dan tanggal 19 Agustus 2013, yang dibuat di hadapan Notaris Fathiah Helmi, S.H. Wali amanat obligasi adalah PT Bank Mega Tbk.
The issuance of Continuous Bonds I Phase I was covered in the Deed of the Trusteeship Agreement and First Amendment of Trusteeship Agreement of Duta Anggada Realty Continuous Bond I Phase I with Fixed Interest Rate No. 18 and No. 21 dated July 8, 2013 and August 19, 2013, respectively, of Notary Fathiah Helmi, S.H. The bond trustee is PT Bank Mega Tbk.
Sebelum dilunasinya semua pokok dan bunga Obligasi Berkelanjutan I Tahap I serta pengeluaran lain yang menjadi tanggung jawab Perusahaan sehubungan dengan penerbitan Obligasi Berkelanjutan I Tahap I, maka Perusahaan tanpa persetujuan tertulis dari Wali Amanat tidak diperkenankan melakukan tindakantindakan, antara lain: a. Membayar atau membuat atau distribusi pembayaran lain pada tahun buku Perusahaan selama Perusahaan lalai dalam melakukan pembayaran kewajibannya kepada pemegang obligasi berdasarkan ketentuan Perjanjian Perwaliamanatan dan Pengakuan Hutang, kecuali pembayaran yang dilakukan dalam rangka kegiatan operasional sehari-hari Perusahaan. b. Memberikan pinjaman atau kredit kepada pihak yang memiliki hubungan Afiliasi ataupun pihak ketiga lainnya dimana keseluruhan jumlah dari semua pinjaman tersebut melebihi 20% (dua puluh persen) dari ekuitas Perusahaan berdasarkan laporan keuangan konsolidasi Perusahaan yang terakhir, kecuali pinjaman kepada karyawan Perusahaan dan/atau pinjaman kepada entitas anak Perusahaan.
Prior to the repayment of the entire Continuous Bonds I Phase I principal and interest and other charges which are the responsibility of the Company in connection with the issuance of the Continuous Bonds I Phase I, the Company without the written consent of the Trustee, shall not, among others: a.
b.
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Pay or establish or distribute other payments in the Company’s financial years as long as the Company is negligent in performing the payment of liabilities to bond’s holder based on the provision of Trusteeship Agreement and acknowledgement of Debt, except for payment that is conducted in its daily operational activities. Provide loans or credit to related parties or other third parties which total of all loans are exceeding 20% (twenty percent) from the Company’s equity based on last consolidated financial statements, except for loans to employees and/or loans to subsidiaries.
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
17. UTANG OBLIGASI, NETO (lanjutan) c.
d.
e. f.
g. h.
i.
17. BONDS PAYABLE, NET (continued) c.
Memperoleh pinjaman dari bank atau lembaga keuangan atau pihak ketiga lainnya, menerbitkan surat utang dalam bentuk apapun, kecuali: i. dana hasil pinjaman atau penerbitan surat utang tersebut digunakan untuk melunasi jumlah terhutang berdasarkan Perjanjian Perwaliamanatan atau; ii. memenuhi ketentuan rasio keuangan yaitu rasio jumlah pinjaman terhadap ekuitas tidak melebihi 3:1 (tiga berbanding satu) serta memelihara perbandingan Earning Before Interest, Tax, Depreciaton and Amortization (EBITDA) terhadap beban bunga bersih tidak kurang dari 4:1 (empat berbanding satu). Melakukan penggabungan, akuisisi atau peleburan dengan perusahaan atau pihak lain atau mengijinkan entitas anak untuk melakukan penggabungan, akuisisi atau peleburan dengan perusahaan atau pihak lain, kecuali sepanjang dilakukan pada bidang usaha yang sama dan tidak mempunyai dampak negatif terhadap kelangsungan usaha Perusahaan dan/atau entitas anak serta tidak mempengaruhi kemampuan Perusahaan dalam melakukan pembayaran pokok obligasi dan/atau bunga obligasi. Merubah bidang usaha utama sebagaimana ditentukan dalam Anggaran Dasar. Mengurangi modal dasar, modal ditempatkan dan disetor Perusahaan kecuali jika pengurangan tersebut dilakukan atas dasar perintah dari Pemerintah Republik Indonesia dan/atau otoritas yang berwenang. Membebankan jaminan dengan hak tanggungan peringkat kedua dan seterusnya. Memperoleh penundaan kewajiban pembayaran hutang dari pengadilan niaga dalam yuridiksi Perusahaan. Memberikan jaminan Perusahaan (borgtocht) melebihi 20% (dua puluh persen) dari total ekuitas Perusahaan kepada pihak lain atas kewajiban pihak lain tersebut, kecuali untuk entitas anak atau penanggungan yang telah ada sebelum ditandatanganinya Perjanjian Perwaliamanatan atau penanggungan dari perusahaan yang bergabung dan telah diberikan sebelum dilaksanakannnya penggabungan, akuisisi atau peleburan sebagaimana dimaksud dalam ketentuan dalam poin d.
d.
e. f.
g. h.
i.
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Obtain loans from banks or other financial institution or other third parties, issue debentures in any form, except: i. funds from loans or issuance debentures shall be used to fully paid of the amount of indebtedness based on Trusteeship Agreement or; ii. fulfill the requirement of financial ratio which are ratio total loans towards equity not exceeding 3:1 (three against one) and to maintain the ratio of Earning Before Interest, Tax, Depreciaton and Amortization (EBITDA) to net interest expense not less than 4:1 (four against one). Perform merger, acquisition or amalgamate with other companies or parties or permit subsidiaries to performing merger, acquisition or amalgamate with other companies or parties, except as long as conducted in the same business field and has no negative impact to business continuity the Company and/or subsidiaries as well as no influence on its ability in principal bonds and/or interest bond payment .
Amend major business field as quoted in Articles of Association. Reduce the authorized and paid up capital except for reduction conducted based on order from The Government of the Republic of Indonesia and/or authorized authority. Charge collateral with second degree deferred right and so forth. Obtain postponement for liabilities of debt payments from commercial court in the Company’s jurisdiction. Provide collateral (borgtocht) exceeding 20% (twenty percent) from the Company’s total equity to other parties based on their liabilities, except for subsidiaries or responsibility that exist before signing Trusteeship Agreement or responsibility from companies that joined in and has given before implementation merger, acquisition or amalgamate as referred to point d.
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
17. UTANG OBLIGASI, NETO (lanjutan)
17. BONDS PAYABLE, NET (continued)
Pada tanggal 31 Desember 2014 dan 2013, Perusahaan telah memenuhi seluruh pembatasan yang diwajibkan dalam perjanjian perwalimanatan tersebut.
As of December 31, 2014 and 2013, the Company has complied with the restrictions set out in these trusteeship agreements.
Sebagaimana dijelaskan dalam prospektus penawaran obligasi, seluruh dana perolehan neto dari penawaran Obligasi Berkelanjutan I Tahap I akan digunakan untuk pelunasan Pinjaman Berulang I kepada PT Bank Pan Indonesia Tbk. dan sebagai modal kerja proyek Icon Tower (dahulu Chase Extention) dan Holiday Inn & Suites.
As stated in the prospectus of the bonds offering, all of the net proceeds of the Continuous Bonds I Phase I shall be used for settlement of Revolving Loan I to PT Bank Pan Indonesia Tbk. and as working capital of Icon Tower (formerly Chase Extention) and Holiday Inn & Suites.
Berdasarkan hasil pemeringkatan atas surat utang jangka panjang sesuai dengan Surat No. 1203/PEF-Dir/VII/2013 tanggal 3 Juli 2013 dari PT Pemeringkat Efek Indonesia (“Pefindo”), biro pemeringkat efek independen, Obligasi Berkelanjutan I Tahap I tersebut mendapat peringkat “Id A-” (Single A Minus) yang berlaku sampai dengan tanggal 1 Juli 2014. Sesuai dengan Surat No. 1063/PEF-Dir/VII/2014, Perusahaan mendapat peringkat yang sama yang berlaku sampai dengan tanggal 1 Juli 2015.
Based on the credit rating result on long-term debentures in accordance with Letter No. 1203/PEF-Dir/VII/2013 dated July 3, 2013 issued by PT Pemeringkat Efek Indonesia (“Pefindo”), an independent credit rating agency, these Continuous Bonds I Phase I were rated “Id A-” (Single A Minus) which will be valid up to July 1, 2014. Based on the letter No. 1063/PEFDir/VII/2014, the Company has received the same rating which will be valid up to July 1, 2015.
Pada tanggal 31 Desember 2014 dan 2013, beban bunga obligasi yang terutang adalah masing-masing sebesar Rp7.145.833 disajikan sebagai bagian dari akun “Beban Akrual” pada laporan posisi keuangan konsolidasian (Catatan 19). Beban bunga sebesar Rp29.030.842 (31 Desember 2013: Rp7.145.833) disajikan sebagai bagian dari akun “Beban Keuangan” pada laporan laba rugi komprehensif konsolidasian (Catatan 29).
As of December 31, 2014 and 2013, the accrued bonds interest amounting to Rp7,145,833, each, are presented as part of “Accrued Expenses” in the consolidated statement of financial position (Note 19). The related interest expense amounting to Rp29,030,842 (December 31, 2013: Rp7,145,833) is presented as part of “Finance Expenses” in the consolidated statements of comprehensive income (Note 29).
18. PENDAPATAN DITERIMA DI MUKA
18. UNEARNED INCOME The Group received unearned rent income, advances from strata title units sold and others which are presented as “Unearned Income”, with details as follows:
Kelompok Usaha menerima pendapatan sewa diterima di muka, uang muka penjualan unit strata dan lain-lain yang disajikan sebagai “Pendapatan Diterima di Muka”, dengan rincian sebagai berikut: 31 Desember 2014/ December 31, 2014
Pendapatan sewa diterima di muka (Catatan 34b) Uang muka penjualan unit strata (Catatan 34c) Lain-lain
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
81.827.493
80.056.383
78.829.564
76.322.850 7.016
135.714.548 26.383
143.742.696 15.908
Unearned rent income (Note 34b) Advances from strata title units sold (Note 34c) Others
Total pendapatan diterima di muka
158.157.359
215.797.314
222.588.168
Total unearned income
Bagian yang direalisasi dalam satu tahun
145.815.971
195.481.988
197.548.218
Realization in current portion
12.341.388
20.315.326
25.039.950
Long-term portion
Bagian jangka panjang
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
18. PENDAPATAN DITERIMA DI MUKA (lanjutan)
18. UNEARNED INCOME (continued) The estimation of unearned rent income realization is as follows:
Estimasi realisasi pendapatan sewa diterima di muka adalah sebagai berikut: 31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Dalam 1 tahun 2-5 tahun
69.486.105 12.341.388
59.741.057 20.315.326
53.789.614 25.039.950
In 1 year 2-5 years
Total pendapatan sewa diterima di muka
81.827.493
80.056.383
78.829.564
Total unearned rent income
19. BEBAN AKRUAL
19. ACCRUED EXPENSES This account consists of accruals for:
Akun ini terdiri dari akrual untuk: 31 Desember 2014/ December 31, 2014
Pihak ketiga Bunga obligasi (Catatan 17) Listrik dan air Bunga pinjaman Jasa tenaga ahli Lain-lain
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Third parties Bonds interest (Note 17) Electricity and water Loan interest Professional fees Others
7.145.833 6.380.571 6.237.296 1.110.000 1.069.985
7.145.833 5.906.881 5.931.828 2.280.000 678.572
4.988.493 6.409.789 1.000.000 2.815.207
Sub total Pihak berelasi Jasa pelayanan gedung - pihak berelasi (Catatan 31)
21.943.685
21.943.114
15.213.489
743.095
1.044.042
6.927.738
Sub total Related parties Building service fees - related party (Note 31)
Total beban akrual
22.686.780
22.987.156
22.141.227
Total accrued expenses
20. PERPAJAKAN
20. TAXATION a. Taxes payable:
a. Utang pajak: 31 Desember 2014/ December 31, 2014
Pajak penghasilan: Pasal 21 Pasal 23 dan 4(2) Pajak dengan tarif final Pajak pertambahan nilai Pajak penjualan atas barang mewah Total utang pajak
951.800 2.996.737 23.541.474 6.649.486
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
2.976.086 1.852.860 26.940.023 3.321.406
1.212.681 625.268 20.189.822 2.434.241
Income tax: Article 21 Article 23 and 4(2) Final tax Value added tax
5.858.400
-
-
Luxury tax
39.997.897
35.090.375
24.462.012
Total taxes payable
b. Income tax expense:
b. Beban pajak penghasilan:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Beban pajak tahun berjalan - final Perusahaan Entitas anak
82.577.348 4.431.838
60.028.816 622.890
58.335.980 870.598
Current year tax expense - final Company Subsidiaries
Total beban pajak penghasilan
87.009.186
60.651.706
59.206.578
Total income tax expense
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
20. PERPAJAKAN (lanjutan)
20. TAXATION (continued) b. Income tax expense: (continued)
b. Beban pajak penghasilan: (lanjutan)
The details of final tax expense are as follows:
Rincian beban pajak penghasilan final adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Penjualan unit strata Persewaan dan jasa
46.769.682 40.239.504
20.656.674 39.995.032
24.193.688 35.012.890
Strata title units sold Rental and services
Total beban pajak penghasilan
87.009.186
60.651.706
59.206.578
Total income tax expense
A reconciliation between income before income tax expense as shown in the consolidated statements of comprehensive income of the Group is as follows:
Rekonsiliasi antara laba sebelum beban pajak penghasilan sebagaimana yang disajikan dalam laporan laba rugi komprehensif konsolidasian Kelompok Usaha adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Laba sebelum beban pajak laporan laba rugi komprehensif konsolidasian Dikurangi: Laba (rugi) entitas anak sebelum beban pajak penghasilan, neto
2013
495.117.812
2012
241.451.997
240.034.830
Income before income tax expense as shown in the consolidated statement of comprehensive income Deducted:
(9.009.429)
(2.693.938)
10.639.001
Subsidiaries’ income (loss) before income tax expense, net
Laba sebelum beban pajak penghasilan Perusahaan
504.127.241
244.145.935
229.395.829
Income before income tax expense of the Company
Pendapatan neto yang telah dikenakan pajak penghasilan final, neto
504.127.241
240.789.192
229.395.829
Net income already subjected to final tax, net
-
Income of the Company before applicable tax rate Permanent differences
-
Estimated taxable income subjected to non final tax
Laba Perusahaan sebelum tarif pajak yang berlaku Perbedaan tetap
-
Taksiran laba kena pajak tidak final
-
3.356.743 (3.356.743) -
Kelompok Usaha menghitung beban pajak penghasilan atas penghasilan tahun berjalan dengan dasar perhitungan pajak penghasilan final, berdasarkan Peraturan Menteri Keuangan Republik Indonesia No. 243/PMK.03/2008 tanggal 31 Desember 2008 tentang Pajak Penghasilan atas Penghasilan dari Pengalihan Hak atas Tanah dan/atau Bangunan. Pendapatan sewa dihitung dengan dasar perhitungan pajak penghasilan final berdasarkan peraturan pajak yang berlaku.
The Group has calculated their income tax expenses of income in current year with final income tax basis, based on the Ministry of Finance of the Republic of Indonesia Regulation No. 243/PMK.03/2008 dated December 31, 2008 concerning Income Tax of Income from Transfer of Land and/or Building Titles. Rental income is computed with final tax income basis based on the applicable tax regulation.
Perusahaan akan melaporkan Surat Pemberitahuan Pajak (SPT) Tahunan PPh Badan untuk tahun pajak 2014 berdasarkan jumlah estimasi penghasilan kena pajak diatas.
The Company will submit its annual corporate income tax return for fiscal year 2014 based on the above estimated taxable income.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
20. PERPAJAKAN (lanjutan)
20. TAXATION (continued)
Perusahaan telah melaporkan Surat Pemberitahuan Pajak (SPT) Tahunan PPh Badan untuk tahun pajak 2013 dan 2012 berdasarkan jumlah estimasi penghasilan kena pajak diatas.
The Company has submitted its annual corporate income tax return for fiscal year 2013 and 2012 based on the above estimated taxable income.
Selisih nilai tercatat aset dan liabilitas yang berhubungan dengan pajak penghasilan final dengan dasar pengenaan pajaknya, tidak diakui sebagai aset atau liabilitas pajak tangguhan.
The differences between the carrying amounts of assets and liabilities related to final income tax and their respective tax bases, are not recognized as deferred tax assets or liabilities.
Perusahaan
The Company
Pada tahun 2013, Perusahaan menerima dan telah membayar Surat Tagihan Pajak untuk denda pajak penghasilan pasal 26 tahun 2010, 2011 dan 2012 sehubungan dengan pembayaran bunga pinjaman kepada DB Hong Kong sebesar Rp2.924.663 yang disajikan sebagai bagian dari “Beban Operasi Lainnya” pada laporan laba rugi komprehensif konsolidasian (Catatan 28).
In 2013, the Company has received and paid the Tax Collection Letter for tax penalty of income tax article 26 year 2010, 2011 and 2012 in connection with the loan interest payment to DB Hong Kong amounting to Rp2,924,663 which is presented as part of “Other Operating Expenses” in the consolidated statements of comprehensive income (Note 28).
Pada tahun 2012, Perusahaan menerima dan telah membayar Surat Tagihan Pajak untuk denda pajak penghasilan pasal 26 tahun 2009 sehubungan dengan pembayaran bunga pinjaman kepada DB Hong Kong sebesar Rp7.052.267 yang disajikan sebagai bagian dari “Beban Operasi Lainnya” pada laporan laba rugi komprehensif konsolidasian (Catatan 28).
In 2012, the Company has received and paid the Tax Collection Letter for tax penalty of income tax article 26 year 2009 in connection with the loan interest payment to DB Hong Kong amounting to Rp7,052,267 which is presented as part of “Other Operating Expenses” in the consolidated statement of comprehensive income (Note 28).
Perusahaan telah menerima Putusan Pengadilan Pajak No. Put-43222/PP/M.XIII/99.2013 tanggal 12 Februari 2013 dari Pengadilan Pajak yang menerima pengajuan banding atas Surat Tagihan Pajak untuk pajak penghasilan pasal 26 masa pajak Januari 2010 yang menetapkan kekurangan bayar atas pajak penghasilan pasal 26 tersebut beserta dengan bunga dan denda administrasinya sebesar Rp4.246.265. Melalui Putusan Pengadilan Pajak tersebut, Pengadilan Pajak telah mengabulkan gugatan banding Perusahaan atas kurang bayar pajak penghasilan pasal 26 masa pajak Januari 2010 tersebut dengan membayar bunga sebesar Rp976.414. Selanjutnya pada tanggal 14 Mei 2013, Direktur Jenderal Pajak telah mengajukan surat peninjauan kembali No. 23389/PJ.07/2013 atas Putusan Pengadilan Pajak tersebut kepada Ketua Mahkamah Agung Republik Indonesia. Pada tanggal 16 Agustus 2013, Perusahaan telah menyampaikan surat kontra peninjauan kembali kepada Ketua Mahkamah Agung Republik Indonesia. Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian, Perusahaan belum menerima hasil keputusan dari Ketua Mahkamah Agung.
The Company has received Tax Court Decision No. Put-43222/PP/M.XIII/99.2013 dated February 12, 2013 from the Tax Court which is accepted the Company’s appeal of the Tax Collection Letter for income tax art 26 for tax period of January 2010 which specified the underpayment of the aforesaid income tax art 26 together with the interest and the administration penalty amounting to Rp4,246,265. Through the Tax Court Decision, the Tax Court has accepted the Company’s appeal of the income tax art 26 tax period January 2010 underpayment for by paying the interest amounting to Rp976,414. Furthermore, in May 14, 2013, the Directorate General of Tax has submitted judicial review letter No. 2-3389/PJ.07/2013 of the tax Court Decision to the Chief of Supreme Court of Republic of Indonesia. In August 16, 2013, the Company has submitted the contra letter of the judicial review to the Chief of Supreme Court of Republic of Indonesia. Until the financial statements completion date, the Company has not yet received the decision from the Chief of Supreme Court.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
20. PERPAJAKAN (lanjutan)
20. TAXATION (continued)
Perusahaan (lanjutan)
The Company (continued)
Pada tanggal 6 Oktober 2014, Perusahaan menerima Surat Tagihan Pajak dan Surat Ketetapan Pajak Kurang Bayar untuk pajak penghasilan pasal 4(2) tahun 2009 dan 2011 masing-masing sebesar Rp878.553 dan Rp2.355.817. Pada tanggal yang sama, perusahaan juga menerima Surat Ketetapan Pajak Kurang Bayar untuk pajak penghasilan pasal 17 dan 23 dan pajak pertambahan nilai tahun 2011 sebesar Rp3.209.468 dan Surat Tagihan Pajak untuk penghasilan pasal 23 dan pajak pertambahan nilai tahun 2011 sebesar Rp286.089.
On October 6, 2014, the Company has received Tax Collection Letter and Underpayment Tax Assessment Letter for income tax article 4(2) fiscal year 2009 and 2011 amounting to Rp878,553 and Rp2,355,817, respectively. On the same date, the Company also received Underpayment Tax Assessment Letter for income tax article 17 and 23 and value added tax fiscal year 2011 amounting to Rp3,209,468 and Tax Collection Letter for income tax article 23 and value added tax fiscal year 2011 amounting to Rp286,089.
Pada tanggal 15 Oktober 2014, Perusahaan menerima Surat Tagihan Pajak untuk pajak pertambahan nilai tahun 2011 sebesar Rp1.649.969.
On October 15, 2014, the Company has received Tax Collection Letter for value added tax fiscal year 2011 amounting to Rp1,649,969.
Pada tanggal 23 Oktober 2014, Perusahaan menerima Surat Tagihan Pajak untuk pertambahan nilai tahun 2010 sebesar Rp27.615. Perusahaan juga menerima Surat Ketetapan Pajak Kurang Bayar untuk penghasilan pasal 4(2), 21 dan 23 tahun 2010 sebesar Rp6.118.252.
On October 23, 2014, the Company has received Tax Collection Letter for value added tax fiscal year 2009 fiscal year 2010 amounting to Rp27,615. The Company also received Underpayment Tax Assessment Letter for income tax article 4(2), 21 and 23 fiscal year 2010 amounted to Rp6,118,252.
DBPD
DBPD
Pada bulan Juni 2014, DBPD, entitas anak, menerima dan telah membayar Surat Tagihan Pajak untuk pajak pertambahan nilai tahun 2012 sebesar Rp132.161 dan Surat Ketetapan Kurang Bayar untuk pajak penghasilan pasal 21, 22, 23, 4(2) dan pajak pertambahan nilai serta pajak penjualan atas barang mewah tahun 2012 sebesar Rp800.007. DBPD juga menerima dan telah membayar Surat Tagihan Pajak untuk pajak pertambahan nilai tahun 2011 sebesar Rp30.626 dan Surat Ketetapan Kurang Bayar untuk pajak penghasilan pasal 22, 23, 4(2) dan pajak pertambahan nilai serta pajak penjualan atas barang mewah tahun 2011 sebesar Rp841.949.
In June 2014, DBPD, a subsidiary, has received and paid the Tax Collection Letter for value added tax fiscal year 2012 amounted to Rp132,161 and Underpayment Tax Assessment Letter for income tax article 21, 22, 23, 4(2) and value added tax and luxury tax fiscal year 2012 amounting to Rp800,007. DBPD also received and paid Tax Collection Letter for value added tax fiscal year 2011 amounting to Rp30,626 and Underpayment Tax Assessment Letter for income tax article 22, 23, 4(2) and value added tax and luxury tax fiscal year 2011 amounting to Rp841,949.
21. UTANG USAHA
21. TRADE PAYABLES This account consists of:
Akun ini terdiri dari: 31 Desember 2014/ December 31, 2014
Pihak Ketiga PT Murinda Ironsteel PT Adhi Karya (Persero) Tbk. PT Indalex PT Tatametrika Nusantara PT Sumber Jayatama Nusantara PT Berca Schindler Lifts PT Wisma Sarana Teknik
26.611.650 18.786.626 13.637.854 10.793.000 5.872.250 4.935.688 3.466.600
31 Desember 2013/ December 31, 2013
17.795.875 7.751.124 3.434.438 1.879.000 3.783.306
78
295
31 Desember 2012/ December 31, 2012
13.475.000 -
Third Parties PT Murinda Ironsteel PT Adhi Karya (Persero) Tbk. PT Indalex PT Tatametrika Nusantara PT Sumber Jayatama Nusantara PT Berca Schindler Lifts PT Wisma Sarana Teknik
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
21. UTANG USAHA (lanjutan)
21. TRADE PAYABLES (continued) 31 Desember 2014/ December 31, 2014
Pihak Ketiga (lanjutan) PT Bauer Pratama Indonesia PT Nusa Raya Cipta Tbk. PT Jaga Citra Inti PT Mitragondola Kreasiprima PT Merdi Mahayana PT Fantasi Aneka Gelas Internasional PT Sierra Glory Perkasa Lain-lain (masing-masing di bawah Rp1.000.000) Total utang usaha
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
4.665.641
3.772.722
4.598.402
Third Parties (continued) PT Bauer Pratama Indonesia PT Nusa Raya Cipta Tbk. PT Jaga Citra Inti PT Mitragondola Kreasiprima PT Merdi Mahayana PT Fantasi Aneka Gelas Internasional PT Sierra Glory Perkasa Others (each below Rp1,000,000)
99.991.653
46.549.799
20.788.352
Total trade payables
3.178.475 2.174.145 1.841.000 1.575.000 1.251.006 1.202.718 -
3.082.134 2.714.950 2.336.250
22. EKUITAS
2.714.950 -
22. EQUITY
Modal Saham
Share Capital
Susunan pemegang saham dan kepemilikan saham Perusahaan adalah sebagai berikut:
The Company’s shareholders and their corresponding share ownership are as follows:
31 Desember 2014/December 31, 2014
Pemegang Saham
Jumlah Saham Ditempatkan dan Disetor Penuh/ Number of Shares Issued and Fully Paid
PT Duta Anggada Bank of Singapore Limited Crystal Development Pte. Ltd. UOB Kay Hian Finance Limited Lain-lain (masing-masing dengan kepemilikan di bawah 5%)
1.411.887.848 573.205.964 551.720.000 280.000.000
Total
3.141.390.962
Persentase Kepemilikan/ Percentage of Ownership
44,94% 18,25 17,56 8,91
324.577.150
10,34 100,00%
Jumlah/ Amount
Shareholders
705.943.924 286.602.982 275.860.000 140.000.000
PT Duta Anggada Bank of Singapore Limited Crystal Development Pte. Ltd. UOB Kay Hian Finance Limited
162.288.575
Others (less than 5% ownership)
1.570.695.481
Total
31 Desember 2013 dan 2012/December 31, 2013 and 2012
Pemegang Saham
Jumlah Saham Ditempatkan dan Disetor Penuh/ Number of Shares Issued and Fully Paid
PT Duta Anggada BNYM SA/NV AS Cust of Bank of Singapore Limited Crystal Development Pte. Ltd. UOB Kay Hian Finance Limited Lain-lain (masing-masing dengan kepemilikan di bawah 5%)
1.411.887.848
Total
3.141.390.962
Persentase Kepemilikan/ Percentage of Ownership
573.205.964 551.720.000 280.000.000 324.577.150
Jumlah/ Amount
Shareholders
44,94%
705.943.924
18,25 17,56 8,91
286.602.982 275.860.000 140.000.000
PT Duta Anggada BNYM SA/NV AS Cust of Bank of Singapore Limited Crystal Development Pte. Ltd. UOB Kay Hian Finance Limited
162.288.575
Others (less than 5% ownership)
10,34 100,00%
1.570.695.481
Total
Komisaris dan Direksi Perusahaan tidak memiliki saham di Perusahaan.
The Company’s Commissioners and Directors do not own shares of the Company.
Informasi mengenai susunan pemegang saham dan kepemilikan saham Perusahaan tersebut di atas adalah berdasarkan laporan dari PT Sirca Datapro Perdana, Biro Administrasi Efek Perusahaan pada tanggal-tanggal 31 Desember 2014, 2013 dan 2012.
The above information on the Company’s shareholders and their share ownerships are based on the report from PT Sirca Datapro Perdana, the Company’s Share Register as of December 31, 2014, 2013 and 2012.
79
296
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
22. EKUITAS (lanjutan)
22. EQUITY (continued)
Modal Saham (lanjutan)
Share Capital (continued)
Dalam Rapat Umum Pemegang Saham Luar Biasa yang diaktakan dalam Akta Notaris Fathiah Helmi, S.H., No. 27, tanggal 19 Juli 2012, pemegang saham menyetujui hal-hal sebagai berikut: - Penerbitan saham baru sebanyak 280.000.000 saham dengan nilai nominal Rp500 (angka penuh) per saham dan harga konversi sebesar Rp1.560,71 (angka penuh) per saham kepada kreditur DB Hong Kong (agen fasilitas) (Catatan 16) melalui penambahan modal dengan tanpa hak memesan efek terlebih dahulu, sesuai dengan Peraturan Bapepam & LK No. IX.D.4, Lampiran Keputusan Ketua Bapepam & LK No. Kep-429/BL/2009 tanggal 9 Desember 2009 tentang Penambahan Modal Tanpa Hak Memesan Efek Terlebih Dahulu; - Peningkatan modal ditempatkan dan disetor Perusahaan dari Rp1.430.695.481 (2.861.390.962 saham) menjadi Rp1.570.695.481 (3.141.390.962 saham) dan menyetujui perubahan pasal 4 ayat 2 dan 3 Anggaran Dasar Perusahaan sehubungan dengan penerbitan saham baru atau peningkatan modal ditempatkan dan disetor tersebut.
In the Extraordinary General Meeting of Shareholders, which were notarized on the Notarial Deed No. 27 of Fathiah Helmi, S.H., dated July 19, 2012, the shareholders approved the following: - Issuance of new shares amounting to 280,000,000 shares with par value of Rp500 (full amount) per share and conversion price of Rp1,560.71 (full amount) per share to the lender, DB Hong Kong (facility agent) (Note 16) through a capital increase without preemptive rights, in accordance with the Bapepam & LK Regulation No. IX.D.4, Attachment to the Chairman of Bapepam & LK Decision No. Kep-429/BL/2009 dated December 9, 2009 regarding the Capital Increases Without Preemptive Rights; - The increase of the Company’s issued and paid-up capital from Rp1,430,695,481 (2,861,390,962 shares) to Rp1,570,695,481 (3,141,390,962 shares) and approved the changes in article 4 paragraph 2 and 3 of the Company’s Articles of Association in connection with the issuance of new shares or the increase of the issued and paid-up capital.
Tambahan Modal Disetor
Additional Paid-in Capital
Tambahan modal disetor Perusahaan berasal dari:
The Company’s additional paid-in capital arose from the following:
Kegiatan Perusahaan Penawaran umum perdana dan pencatatan sebagian saham Perusahaan pada Bursa Efek Indonesia
Tambahan Modal Disetor/ Additional Paid-in Capital
65.000.000
Pembagian saham bonus
(65.000.000)
Penawaran saham terbatas
127.050.000
Pembagian saham bonus Penambahan saham Perusahaan sehubungan dengan restrukturisasi pinjaman Perusahaan
(110.000.000)
Pembagian saham bonus Penambahan saham Perusahaan dalam penyelesaian pinjaman Perusahaan
(715.347.741)
Total
451.901.463
876.292.004
273.907.200
80
297
Tanggal/ Date
8 Mei 1990/ May 8, 1990 30 Juni 1992/ June 30, 1992 17 November 1993/ November 17, 1993 21 November 1994/ November 21, 1994 26 Desember 2005/ December 26, 2005 29 Juni 2007/ June 29, 2007 19 Juli 2012/ July 19, 2012
Company’s Corporate Actions Initial public offering and partial listing of the Company’s shares of stock on the Indonesia Stock Exchange Distribution of bonus shares Rights issue Distribution of bonus shares Issuance of the Company’s shares in connection with the debt restructuring Distribution of bonus shares Issuance of the Company’s share capital in settlement of the Company’s loan Total
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
22. EKUITAS (lanjutan)
22. EQUITY (continued)
Saldo Laba - Cadangan Umum
Retained Earnings - General Reserves
Sesuai dengan Pasal 70 Undang-undang Perseroan Terbatas No. 40 Tahun 2007, Perusahaan wajib mengalokasikan penggunaan sejumlah dana tertentu dari laba neto tahunannya hingga mencapai 20% dari modal ditempatkan tersebut.
In accordance with Article 70 of the Corporate Law No. 40 Year 2007, the Company is required to allocate the use of certain funds from its annual net profit to reach 20% of the issued capital.
Berdasarkan Rapat Umum Pemegang Saham Tahunan yang diselenggarakan pada tanggal 16 Juni 2014, 11 Juni 2013 dan 28 Juni 2012, para pemegang saham menyetujui pembentukan dana cadangan dari saldo laba Perusahaan masingmasing sebesar Rp1.000.000, Rp1.000.000 dan Rp500.000. Dana cadangan disajikan sebagai “Saldo Laba - Telah Ditentukan Pengunaannya” pada laporan posisi keuangan konsolidasian.
Based on the Annual General Meeting of Shareholders held on June 16, 2014, June 11, 2013 and June 28, 2012, the shareholders agreed to provide the appropriation of the Group’s net income as reserve fund amounting to Rp1,000,000, Rp1,000,000 and Rp500,000, respectively. The reserve fund is presented as “Appropriated Retained Earnings” in the consolidated statement of financial position.
Pembagian Dividen Kas
Distribution of Cash Dividend
Dalam Rapat Umum Pemegang Saham Tahunan yang diselenggarakan pada tanggal 16 Juni 2014 yang diaktakan dalam Akta Notaris Fathiah Helmi, S.H. No. 50, para pemegang saham memutuskan pembagian dividen kas yang berasal dari saldo laba untuk tahun buku 31 Desember 2013 sejumlah Rp28 (angka penuh) per saham atau Rp87.958.947.
Based on the Annual General Meeting of Shareholders held on June 16, 2014, which were covered by Notarial Deeds No. 50 of Fathiah Helmi, S.H., the shareholders approved the distribution of cash dividends from retained earnings for December 31, 2013 financial year end amounting to Rp28 (full amount) per share or a total of Rp87,958,947.
Dalam Rapat Umum Pemegang Saham Tahunan yang diselenggarakan pada tanggal 11 Juni 2013 yang diaktakan dalam Akta Notaris Fathiah Helmi, S.H. No. 48, para pemegang saham memutuskan pembagian dividen kas yang berasal dari saldo laba untuk tahun buku 31 Desember 2012 sejumlah Rp28 (angka penuh) per saham atau Rp87.958.947.
Based on the Annual General Meeting of Shareholders held on June 11, 2013, which were covered by Notarial Deeds No. 48 of Fathiah Helmi, S.H., the shareholders approved the distribution of cash dividends from retained earnings for December 31, 2012 financial year end amounting to Rp28 (full amount) per share or a total of Rp87,958,947.
Utang dividen pada tanggal 31 Desember 2014 dan 2013 adalah masing-masing sebesar Rp786.190 dan Rp403.295.
Dividends payable as of December 31, 2014 and 2013 amounted to Rp786,190 and Rp403,295, respectively.
Kepentingan Nonpengendali
Non-controlling Interest
Kepentingan nonpengendali atas aset neto entitas anak yang dikonsolidasi adalah sebagai berikut:
Non-controlling interests in net assets consolidated subsidiaries are as follows:
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
of
31 Desember 2012/ December 31, 2012
DBPD GBA BEI DHM
11.450 5.627 990 354
15.583 5.627 966 -
-
DBPD GBA BEI DHM
Total
18.421
22.176
-
Total
81
298
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
22. EKUITAS (lanjutan)
22. EQUITY (continued)
Kepentingan Nonpengendali (lanjutan)
Non-controlling Interest (continued)
Kepentingan nonpengendali atas laba neto entitas anak yang dikonsolidasi adalah sebagai berikut:
Non-controlling interests in net income consolidated subsidiaries are as follows:
of
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
DBPD BEI DHM
(4.133) 24 (646)
(1.271) (3) -
-
DBPD BEI DHM
Total
(4.755)
(1.274)
-
Total
Pengelolaan Modal
Capital Management
Tujuan utama Kelompok Usaha adalah untuk mencapai struktur modal yang optimal dalam mencapai tujuan usahanya, termasuk mempertahankan rasio modal yang sehat dan memaksimalkan nilai pemegang saham.
The primary purpose of the Group is to achieve an optimal capital structure in achieving its business objectives, which include maintaining healthy capital ratios and maximizing shareholder value.
Beberapa utang bank Kelompok Usaha mencakup persyaratan untuk memelihara tingkat permodalan tertentu. Kelompok Usaha telah memenuhi semua persyaratan modal yang ditetapkan oleh pihak bank. Selain itu, Kelompok Usaha juga dipersyaratkan oleh Undang-undang No. 40 Tahun 2007 tentang Perseroan Terbatas, efektif sejak tanggal 16 Agustus 2007, untuk mengalokasikan sampai dengan 20% dari modal saham ditempatkan dan disetor penuh ke dalam dana cadangan yang tidak boleh didistribusikan. Permodalan eksternal tersebut dipertimbangkan oleh Perusahaan pada Rapat Umum Pemegang Saham Tahunan. Perusahaan telah mulai mematuhi persyaratan ini sejak tahun 2012 segera sesudah Perusahaan diperbolehkan untuk membentuk pencadangan ketika saldo labanya telah menunjukkan posisi surplus setelah kuasireorganisasi yang dilakukan pada bulan Juni 2011.
Certain bank loans of the Group include the requirement to maintain the level of existing share capital. The Group has complied with all capital requirements set by the banks. In addition, the Group is also required by the Law No. 40 Year 2007 regarding Limited Liability Entities, effective August 16, 2007, to allocate and maintain a nondistributable reserve fund until the said reserve reaches 20% of the issued and fully paid share capital. This externally imposed capital requirement is considered by the Company at the Annual General Meeting of Shareholders. The Company has started to comply with this requirement since 2012 as soon as it has legally been allowed to make the reserve when its retained earnings has shown a surplus position after the quasireorganization conducted in June 2011.
Kelompok Usaha mengelola struktur permodalan dan melakukan penyesuaian, bila diperlukan, berdasarkan perubahan kondisi ekonomi. Untuk memelihara dan menyesuaikan struktur permodalan, Kelompok Usaha dapat menerbitkan saham baru atau mengusahakan pendanaan melalui pinjaman. Tidak ada perubahan atas tujuan, kebijakan maupun proses pada tanggal 31 Desember 2014, 2013 dan 2012.
The Group manages its capital structure and makes adjustments to it, if necessary, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may issue new shares or raise debt financing. No changes were made in the objectives, policies or processes as of December 31, 2014, 2013 and 2012.
82
299
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
22. EKUITAS (lanjutan)
22. EQUITY (continued)
Pengelolaan Modal (lanjutan)
Capital Management (continued)
Kelompok Usaha mengawasi modal dengan menggunakan rasio pengungkit (gearing ratio), dengan membagi utang neto dengan ekuitas neto. Kebijakan Kelompok Usaha adalah menjaga rasio pengungkit dalam kisaran dari perusahaan terkemuka dalam industri sejenis di Indonesia untuk mengamankan akses terhadap pendanaan pada biaya yang rasional.
The Group monitors its capital using gearing ratios, by dividing net debts by the net equity. The Group’s policy is to maintain its gearing ratio within the range of gearing ratios of the leading companies with similar industry in Indonesia in order to secure access to finance at a reasonable cost.
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Utang bank, neto Utang obligasi, neto
1.188.267.628 246.739.625
1.169.988.728 246.148.666
1.063.081.753 -
Bank loans, net Bonds payable, net
Total pinjaman
1.435.007.253
1.416.137.394
1.063.081.753
Total debts
Ekuitas yang dapat diatribusikan kepada pemilik entitas induk
3.246.810.018
2.926.655.584
2.837.716.716
Equity attributable to owners of the parent entity
0,44
0,48
0,37
Net gearing ratio (time)
Rasio pengungkit neto (kali)
23. PENJUALAN DAN PENDAPATAN USAHA
23. SALES AND OPERATING REVENUES The details of this account are as follows:
Rincian akun ini adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Pendapatan sewa Kantor Pusat niaga Lain-lain
188.228.733 31.424.729 41.756.583
176.902.115 27.084.601 43.872.555
148.240.886 23.134.047 37.362.199
Sub total
261.410.045
247.859.271
208.737.132
Sub total
Rental income Office space Retail area Others
Jasa pemeliharaan Kantor Pusat niaga Apartemen
114.303.054 14.095.680 584.280
131.329.836 12.985.091 954.311
119.577.790 12.325.481 7.339.698
Service fees Office space Retail area Apartment
Sub total
128.983.014
145.269.238
139.242.969
Sub total
Pendapatan penjualan unit strata Lain-lain
867.220.056 30.371.351
405.520.820 30.734.033
473.298.343 24.440.177
Strata title units sold Others
1.287.984.466
829.383.362
845.718.621
Total sales and operating revenues
Total penjualan dan pendapatan usaha
The Group’s customers with cumulative amount exceeding 10% of consolidated operating revenue are PT Purimas Sasmita amounting to Rp368,206,042 in 2014 (2013: Rp191,699,144 and 2012: Rp245,022,833) and PT Asuransi Jiwa Sinarmas MSIG amounting to Rp332,610,776 in 2014 (2013: Rp173,278,134 and 2012: Rp222,645,758), which is part of segment strata title unit sold.
Pelanggan Kelompok Usaha dengan jumlah akumulasi di atas 10% dari jumlah pendapatan usaha konsolidasian adalah PT Purimas Sasmita sebesar Rp368.206.042 pada tahun 2014 (2013: Rp191.699.144 dan 2012: Rp245.022.833) dan PT Asuransi Jiwa Sinarmas MSIG sebesar Rp332.610.776 pada tahun 2014 (2013: Rp173.278.134 dan 2012: Rp222.645.758), yang merupakan bagian dari segmen penjualan unit strata. 83
300
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
24. BEBAN POKOK PENJUALAN DAN BEBAN LANGSUNG Rincian beban pokok penjualan langsung adalah sebagai berikut:
dan
24. COST OF SALES AND DIRECT COSTS
The details of cost of sales and direct costs are as follows:
beban
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31,
Beban pokok penjualan Penjualan unit strata Beban langsung Listrik, air dan telepon Penyusutan (Catatan 11 dan 12) Perbaikan dan pemeliharaan Jasa pelayanan gedung (Catatan 31) Jasa kebersihan Jasa keamanan Sewa Asuransi Amortisasi beban ditangguhkan Lain-lain (masing-masing di bawah Rp1.000.000) Sub total Total beban pokok penjualan dan beban langsung
2014
2013
2012
444.772.258
226.302.701
309.499.138
Cost of sales Strata title units sold
50.269.123 49.322.874 21.982.190
43.485.150 88.043.873 15.205.506
37.283.201 88.542.290 15.293.387
Direct costs Electricity, water and telephone Depreciation (Notes 11 and 12) Repairs and maintenance
13.098.703 12.157.418 9.630.736 8.262.666 2.389.332 314.675
12.606.663 10.610.862 8.751.881 11.681.810 2.376.671 314.675
11.778.629 8.398.133 8.016.999 13.255.796 1.852.180 1.703.977
Building service fees (Note 31) Cleaning services Security Rental Insurance Amortization of deferred charges Others (each below Rp1,000,000)
1.048.708
1.211.952
1.221.429
168.476.425
194.289.043
187.346.021
Sub total
496.845.159
Total cost of sales and direct costs
613.248.683
420.591.744
The Group has no transaction with any single supplier with cumulative amount exceeding 10% of consolidated operating revenue for the nine-month periods ended December 31, 2014, 2013 and 2012.
Kelompok Usaha tidak memiliki transaksi dengan satu pemasok dengan jumlah akumulasi di atas 10% dari jumlah pendapatan usaha konsolidasian untuk tahun yang berakhir pada tanggal-tanggal 31 Desember 2014, 2013 dan 2012. 25. BEBAN PENJUALAN
25. SELLING EXPENSES The details of selling expenses are as follows:
Rincian beban penjualan adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Gaji dan kesejahteraan karyawan Komisi Iklan dan promosi
4.037.099 2.738.442 1.899.988
3.531.762 1.223.993 1.785.409
2.852.409 1.782.617 2.966.798
Salaries and employees’ benefits Commissions Advertising and promotions
Total beban penjualan
8.675.529
6.541.164
7.601.824
Total selling expenses
84
301
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
26. BEBAN UMUM DAN ADMINISTRASI
26. GENERAL AND ADMINISTRATIVE EXPENSES The details of general and administrative expenses are as follows:
Rincian beban umum dan administrasi adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Gaji dan kesejahteraan karyawan Perizinan dan pajak Kantor Tenaga ahli Penyusutan (Catatan 12) Transportasi Lain-lain(masing-masing di bawah Rp1.000.000) Total beban umum dan administrasi
2013
2012
49.439.746 27.930.761 11.201.482 5.117.016 4.046.919 3.072.303
41.715.593 15.005.874 6.223.580 6.244.730 3.979.419 2.241.609
38.947.162 11.799.502 4.477.048 3.220.058 4.375.202 280.056
Salaries and employees’ benefits Licenses and taxes Office Professional fees Depreciation (Note 12) Transportation
4.008.044
2.113.335
1.654.742
Others (each below Rp1,000,000)
104.816.271
77.524.140
64.753.770
Total general and administrative expenses
27. PENDAPATAN OPERASI LAIN
27. OTHER OPERATING INCOME The details of other operating income are as follows:
Rincian pendapatan operasi lain adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Laba atas penjualan properti investasi (Catatan 11) Laba atas penjualan aset tetap (Catatan 12) Laba neto selisih kurs atas aktivitas operasi Keuntungan dari pembelian (Catatan 1c) Laba atas penjualan efek tersedia untuk dijual (Catatan 5) Lain-lain Total pendapatan operasi lain
2013
2012 Gain on sale of investment property (Note 11) Gain on sale of fixed assets (Note 12) Net gains on foreign exchange attributable to operating activities
4.422.267
-
-
1.425.203
378.900
1.357.000
-
21.252.765
1.944.483
-
3.356.743
-
9.568.694
1.821.750 2.148.022
16.475.134 3.047.722
Gain on bargain purchase (Note 1c) Gain on sale of available-for-sale securities (Note 5) Others
15.416.164
28.958.180
22.824.339
Total other operating income
28. BEBAN OPERASI LAIN
28. OTHER OPERATING EXPENSES The details of other operating expenses are as follows:
Rincian beban operasi lain adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Rugi neto selisih kurs atas aktivitas operasi Rugi atas penghapusan properti investasi (Catatan 11) Lain-lain Total beban operasi lain
2013
2012
2.509.924
-
-
345.652 8.159.642
4.979.161
2.459.187 8.049.886
Net loss on foreign exchange attributable to operating activities Loss on disposal of investment property (Note 11) Others
11.015.218
4.979.161
10.509.073
Total other operating expenses
85
302
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
29. BEBAN DAN PENDAPATAN KEUANGAN
29. FINANCE EXPENSES AND INCOME The details of finance expenses and income are as follows:
Rincian beban dan pendapatan keuangan adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Beban keuangan Beban bunga dari utang bank Bunga obligasi (Catatan 17) Beban pembiayaan lainnya Rugi neto selisih kurs atas aktivitas pendanaan Lain-lain
2013
2012 Finance expenses
40.378.674 29.030.842 3.515.000
63.311.577 7.145.833 3.608.011
46.166.149 15.282.901
1.645.000 111.628
37.076.060 272.422
12.443.426 659.363
Total beban keuangan
74.681.144
111.413.903
74.551.839
Total finance expenses
Pendapatan keuangan Penghasilan bunga
4.154.027
4.160.567
2.660.735
Finance income Interest income
Total pendapatan keuangan
4.154.027
4.160.567
2.660.735
Total finance income
30. LIABILITAS IMBALAN KERJA
Interest from bank loans Bonds interest (Note 17) Other financing costs Net loss on foreign exchange arising from financing activities Others
30. EMPLOYEE BENEFITS LIABILITY
Pada tanggal 31 Desember 2014, Kelompok Usaha mencatat saldo penyisihan imbalan kerja karyawan sebesar Rp13.069.218 (31 Desember 2013: Rp10.941.975 dan 31 Desember 2012: Rp9.416.319).
As of December 31, 2014, the Group recorded balace of employee benefits liability amounting to Rp13,069,218 (December 31, 2013: Rp10,941,975 and December 31, 2012: Rp9,416,319).
Liabilitas imbalan kerja karyawan berdasarkan hasil perhitungan aktuarial dalam laporannya tanggal 23 Februari 2015, 18 Maret 2014 dan 28 Februari 2013 oleh PT Sentra Jasa Aktuaria, Aktuaris Independen, dengan menggunakan metode “Projected-Unit-Credit”. Asumsi utama yang digunakan untuk perhitungan aktuarial tersebut adalah sebagai berikut:
Employee benefits liability is based on actuarial calculations dated February 23, 2015, March 18, 2014 and February 28, 2013, performed by PT Sentra Jasa Aktuaria, an Independent Actuary, using the “Projected-Unit-Credit” method. The key assumptions used for the aforesaid actuarial calculations are as follows:
31 Desember 2014/ December 31, 2014
Tingkat diskonto Kenaikan gaji Usia pensiun Tabel mortalita
8,0% 8,0% 55 tahun/years TMI III’11
31 Desember 2013/ December 31, 2013
8,5% 8,0% 55 tahun/years TMI III ‘11
Penyisihan imbalan kerja karyawan
31 Desember 2012/ December 31, 2012
6,0% 8,0% 55 tahun/years TMI III ‘11
Discount rate Salary increase Retirement age Mortality table
Employee benefits liability
31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
8.555.388
31 Desember 2012/ December 31, 2012
10.502.514
2.895.895
2.780.393
171.244
Unrecognized actuarial gain (loss)
Liabilitas neto
13.069.218
10.941.975
9.416.319
Net liability
(329.191)
(393.806)
86
303
9.703.496
Present value of employee benefits obligation
Nilai kini liabilitas imbalan kerja Beban jasa masa lalu yang belum diakui Laba (rugi) aktuaria yang belum diakui
(458.421)
Unrecognized past service cost
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
30. LIABILITAS IMBALAN KERJA (lanjutan)
30. EMPLOYEE BENEFITS LIABILITY (continued) The present value of employee benefits obligation and experience adjustments on liability are as follows:
Nilai kini liabilitas imbalan kerja dan penyesuaian berdasarkan pengalaman atas liabilitas adalah sebagai berikut: 31 Desember 2014/ December 31, 2014
Nilai kini liabilitas imbalan kerja Penyesuaian berdasarkan pengalaman atas liabilitas
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
8.555.388
9.703.496
11.004.996
7.099.105
718.470
130.825
866.699
366.702
195.533
31 Desember 2014/ December 31, 2014
Present value of defined benefit Experience adjustments on liability
The movements of present value of employee benefits obligation are as follows:
31 Desember 2013/ December 31, 2013
8.555.388 1.489.317 727.208 (269.399)
Akhir tahun
31 Desember 2010/ December 31, 2010
10.502.514
Mutasi nilai kini liabilitas imbalan kerja adalah sebagai berikut:
Awal tahun Beban jasa kini Beban bunga Laba (rugi) aktuarial
31 Desember 2011/ December 31, 2011
10.502.514
31 Desember 2012/ December 31, 2012
9.703.496 901.392 582.210 (2.631.710)
11.004.996 745.608 715.325 (2.762.433)
8.555.388
9.703.496
Beban imbalan kerja karyawan
Beginning of year Current service cost Interest cost Actuarial gain (loss) End of year
Employee benefit expenses Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Beban jasa kini Beban bunga Amortisasi atas beban jasa masa lalu Rugi (laba) aktuaris yang diakui dalam tahun berjalan, neto
1.489.317 727.208
901.392 582.210
745.608 715.325
Current service cost Interest cost
64.615
64.615
64.615
(153.897)
(22.561)
96.321
Amortization of past service cost Actuarial loss (gain) recognized in current year, net
Beban, neto
2.127.243
1.621.869
Expense, net
1.525.656
Mutasi liabilitas imbalan kerja karyawan 31 Desember 2014/ December 31, 2014
Movements in the employee benefits liability 31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Saldo awal tahun Penyisihan imbalan kerja tahun berjalan
10.941.975
9.416.319
7.794.450
Balance of beginning of the year
2.127.243
1.525.656
1.621.869
Provision made during the year
Saldo akhir tahun
13.069.218
10.941.975
9.416.319
Balance at end of year
A one percentage point change in the assumed discount rate would have the following effects:
Perubahan satu poin persentase dalam tingkat diskonto yang diasumsikan akan memiliki dampak sebagai berikut: Kenaikan/Increase
Penurunan/Decrease
Dampak pada agregat biaya jasa kini dan biaya bunga
(111.469)
125.792
Dampak pada nilai kini liabilitas imbalan kerja
(982.064)
1.115.161
87
304
Effect on the aggregate current service cost and interest cost Effect on the present value of employees’ benefit obligation
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
31. SALDO DAN TRANSAKSI DENGAN PIHAKPIHAK BERELASI
31. ACCOUNTS AND RELATED PARTIES
TRANSACTIONS
WITH
Dalam kegiatan usahanya, Kelompok Usaha melakukan transaksi berdasarkan harga dan persyaratan yang disepakati bersama dengan pihak-pihak berelasi. Piutang dari pihak-pihak berelasi tidak dibebani bunga dan tidak memiliki jadwal pelunasan kembali yang tetap.
In the ordinary course of business, the Group has engaged in transactions under agreed terms and conditions with its related parties. Trade receivables from related parties bear no interest and have no fixed repayment period.
Rincian saldo yang timbul dari transaksi dengan pihak-pihak berelasi adalah sebagai berikut:
The details of the balances of transactions with related parties are as follows:
31 Desember 2014/ December 31, 2014
Piutang Usaha (Catatan 6) Yayasan Pendidikan Gunung Sewu Fame PT Graha Sarana Inti Management Total
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
560.384 455.352
975.227 -
1.776.822 78.456
Trade Receivables (Note 6) Yayasan Pendidikan Gunung Sewu Fame PT Graha Sarana Inti Management
1.015.736
975.227
1.855.278
Total
0,02%
0,02%
0,04%
Percentage of total consolidated assets
Persentase dari total aset konsolidasian
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Pendapatan sewa dan jasa pemeliharaan (Catatan 23)
2013
2012
3.784.805
2.789.876
2.295.283
Rental and service income (Note 23)
0,29%
0,34%
0,27%
Percentage of total consolidated operating revenues
Persentase dari total pendapatan usaha konsolidasian
The Company has a service agreement with PT Graha Sarana Inti Management (GSIM), whereby GSIM agreed to provide assistance in the planning, control and supervision of the daily and periodic maintenance of the Company’s commercial and residential buildings in Jakarta and render related services. As compensation, the Company shall pay GSIM for such services based on per square meter of building space per month.
Perusahaan mempunyai perjanjian jasa pelayanan dengan PT Graha Sarana Inti Management (GSIM), dimana GSIM setuju untuk memberikan bantuan perencanaan, pengarahan dan pengawasan terhadap perawatan harian dan periodik atas bangunan komersial dan tempat tinggal di Jakarta yang dimiliki oleh Perusahaan, serta jasa-jasa yang terkait. Sebagai imbalan, Perusahaan membayar kepada GSIM dengan tarif per meter persegi dari luas gedung setiap bulan.
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Jasa pelayanan gedung (Catatan 24) Persentase dari total beban langsung konsolidasian
2013
2012
12.485.103
12.088.499
11.463.578
Building service fees (Note 24)
7,41%
6,22%
6,12%
Percentage of total consolidated direct costs
88
305
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
31. SALDO DAN TRANSAKSI DENGAN PIHAKPIHAK BERELASI (lanjutan) 31 Desember 2014/ December 31, 2014
Beban akrual (Catatan 19)
31. ACCOUNTS AND TRANSACTIONS RELATED PARTIES (continued)
31 Desember 2013/ December 31, 2013
WITH
31 Desember 2012/ December 31, 2012
743.095
1.044.042
6.927.738
Accrued expenses (Note 19)
0,04%
0,06%
0.48%
Percentage of total consolidated liabilities
Persentase dari total liabilitas konsolidasian
Nature of relationships and transactions with related parties are as follows:
Hubungan dan sifat transaksi dengan pihak-pihak berelasi adalah sebagai berikut: Pihak-pihak Berelasi/ Related Parties
Sifat Hubungan/ Nature of Relationship
Sifat Transaksi/ Nature of Transaction
Yayasan Pendidikan Gunung Sewu Fame
Kesamaan manajemen kunci/ Common key management Kesamaan manajemen kunci/ Common key management
Penyewaan gedung/ Building rental Perawatan gedung/ Building maintenance
PT Graha Sarana Inti Management
Total compensation in the form of short-term employee benefits paid to the Company’s Boards of Commissioners and Directors is as follows:
Total kompensasi yang berupa imbalan jangka pendek yang dibayarkan kepada Dewan Komisaris dan Direksi Perusahaan adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014
2013
2012
Komisaris Direksi
6.500.121 13.440.497
6.681.301 11.490.503
5.684.161 9.670.387
Commissioners Directors
Total
19.940.618
18.171.804
15.354.548
Total
32. ASET DAN LIABILITAS DALAM MATA UANG ASING
32. ASSETS AND CURRENCY
LIABILITIES
IN
FOREIGN
As of December 31, 2014, the Group has monetary assets denominated in foreign currency. The values of these monetary assets denominated in foreign currency as of December 31, 2014 and if using foreign exchange rate as of March 20, 2015 are presented as follows:
Pada tanggal 31 Desember 2014, Kelompok Usaha memiliki aset moneter dalam mata uang asing. Nilai aset moneter dalam mata uang asing pada tanggal 31 Desember 2014 dan jika menggunakan nilai tukar mata uang asing pada tanggal 20 Maret 2015 disajikan sebagai berikut:
Setara dengan Rupiah/Equivalent in Rupiah
Mata uang asing/ Foreign currency
Aset Kas dan setara kas Piutang usaha Kas dan setara kas yang dibatasi penggunaannya
AS$/US$
31 Desember 2014 (Tanggal laporan posisi keuangan konsolidasian)/ December 31, 2014 (Consolidated statements of financial position date)
1.120.036 10.577.774
Liabilitas Utang bank Beban akrual
4.169.105
4.381.916
Assets Cash and cash equivalents Trade receivables Restricted cash and cash equivalents
149.689.857
157.330.782
Total assets
108.850.000 399.494
114.406.250 419.891
Liabilities Bank loan Accrued expenses
109.249.494
114.826.141
Total liabilities
40.440.363
42.504.641
Net assets in foreign currency
13.933.244 131.587.508
335.137
Total aset AS$/US$
8.750.000 32.114
Total liabilitas
20 Maret 2015 (Tanggal penyelesaian laporan keuangan konsolidasian)/ March 20, 2015 (Consolidated financial statements completion date)
Aset neto dalam mata uang asing
89
306
14.644.471 138.304.395
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
32. ASET DAN LIABILITAS DALAM MATA UANG ASING (lanjutan)
32. ASSETS AND LIABILITIES CURRENCIES (continued)
IN
FOREIGN
As of the date of the consolidated financial statements completion date, the closing rate of exchange as published by Bank Indonesia was Rp13,075 (full amount) to US$1. As shown above, if the foreign exchange rates prevailing at the date of completion of the consolidated financial statements had been used to restate the Group’s monetary assets and liabilities denominated in foreign currency as of December 31, 2014, the net assets in foreign currency would increase by Rp2,064,278.
Pada tanggal penyelesaian laporan keuangan konsolidasian, kurs penutupan yang dikeluarkan oleh Bank Indonesia adalah Rp13.075 (angka penuh) per AS$1. Sebagaimana disajikan di atas, jika nilai tukar mata uang asing pada tanggal penyelesaian laporan keuangan konsolidasian tersebut di atas digunakan untuk menyajikan kembali aset dan liabilitas moneter dalam mata uang asing Kelompok Usaha pada tanggal 31 Desember 2014, aset neto dalam mata uang asing akan naik sekitar Rp2.064.278.
33. LABA PER SAHAM DASAR
33. EARNINGS PER SHARE Basic earnings per share are as follows:
Laba per saham dasar adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Laba tahun berjalan yang dapat diatribusikan kepada pemilik entitas induk Rata-rata tertimbang jumlah saham biasa untuk menentukan laba per saham dasar (lembar saham) (angka penuh) Laba per saham dasar yang dapat diatribusikan kepada pemilik entitas induk (angka penuh)
2013
408.113.381
3.141.390.962
2012
180.801.565
3.141.390.962
130
58
180.828.252
Income for the year attributable to owners of the parent entity
2.986.855.443
Weighted average number of ordinary shares for basic earnings per share (number of shares) (full amount)
61
Basic earnings per share attributable to owners of the parent entity (full amount)
The Group has no outstanding dilutive potential ordinary shares as of December 31, 2014, 2013 and 2012, therefore there is no diluted earnings per shares calculated and presented in the consolidated statements of comprehensive income.
Kelompok Usaha tidak mempunyai efek berpotensi saham biasa yang bersifat dilutif pada tanggal 31 Desember 2014, 2013 dan 2012 dan oleh karenanya, laba per saham dilusian tidak dihitung dan disajikan pada laporan laba rugi komprehensif konsolidasian.
34. PERJANJIAN DAN IKATAN SIGNIFIKAN
34. SIGNIFICANT COMMITMENTS
AGREEMENTS
AND
In addition to the agreements and commitments already discussed in the relevant notes to the consolidated financial statements, the Group also has the following significant agreements and commitments:
Di samping perjanjian dan ikatan yang telah disebutkan sebelumnya dalam catatan atas laporan keuangan konsolidasian, Kelompok Usaha juga mempunyai beberapa perjanjian penting dan ikatan sebagai berikut:
90
307
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
34. PERJANJIAN (lanjutan) a.
DAN
IKATAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
SIGNIFIKAN
34. SIGNIFICANT AGREEMENTS COMMITMENTS (continued)
AND
Perusahaan menandatangani perjanjian Bangun, Kelola dan Alih (BOT) dengan pihak ketiga atas sejumlah bangunan komersial yang akan berakhir antara 20 (dua puluh) sampai 30 (tiga puluh) tahun setelah tanggal perjanjian BOT berlaku efektif (Catatan 11). Sesuai dengan perjanjian BOT, hak pengelolaan atas bangunan-bangunan di atas pada saat jatuh tempo dapat diperpanjang dengan persetujuan kedua belah pihak. Pada saat berakhirnya perjanjian BOT, Perusahaan akan menyerahkan kepemilikan BOT beserta seluruh prasarana gedung kepada pemilik tanah, kecuali untuk kasus dimana peralatan tertentu diambil kembali oleh Perusahaan seperti yang tertera dalam perjanjian.
a. The Company entered into Build, Operate and Transfer (BOT) agreements with third parties covering certain commercial buildings, which will be terminated between 20 (twenty) to 30 (thirty) years after the effective date of the BOT arrangements (Note 11). Based on the BOT agreements, the right to operate these buildings can be extended upon expiration with the approval from both parties. On the termination date of the BOT agreements, the Company shall transfer the ownership of the building, including all of the improvements, to the land owner, except in cases where certain equipment will be re-taken by the Company as specified in the agreement.
Plaza Great River Pada tanggal 5 Februari 2014, Perusahaan dan Dana Pensiun Perkebunan (DAPENBUN) setuju untuk membuat perjanjian baru terkait dengan berakhirnya Hak Pengelolaan Gedung Plaza Great River (Catatan 11) yang tertuang dalam Perjanjian Sewa Menyewa untuk Jangka Waktu Panjang No. D.06/PERJ/ 01/5.II/2014 yang telah diaktakan dalam Akta Notaris Hadijah, SH., No. 03 tanggal 5 Februari 2014. Perusahaan setuju untuk menyewa dan mengelola Gedung Plaza Great River dengan ketentuan sebagai berikut: Perusahaan melakukan perbaikan/ renovasi, pemasaran dan fitting out yang dimulai sejak tanggal perjanjian sampai dengan tanggal 30 Juni 2015 dengan biaya maksimal sebesar Rp25.000.000. Melakukan perubahan nama Gedung Plaza Great River menjadi nama lainnya yang akan ditentukan kemudian. Jangka waktu sewa dan pengelolaan adalah selama 20 (dua puluh) tahun terhitung 1 Juli 2015 sampai dengan 30 Juni 2035. Harga sewa gedung untuk jangka waktu 20 (dua puluh) tahun adalah sebesar Rp220.225.000, belum termasuk pajak pertambahan nilai yang dilakukan dengan 6 (enam) tahap dalam kurun waktu 6 (enam) tahun. Perusahaan telah membayar uang muka sebesar Rp20.000.000 yang disajikan sebagai “Uang Muka Sewa” pada laporan posisi keuangan konsolidasian pada tanggal 31 Desember 2014.
Great River Plaza On February 5, 2014, the Company and Dana Penisun Perkebunan (DAPENBUN) agreed to create a new agreement regarding the expiration of the operation right of Great River Plaza Building (Note 11) which is stated in the Long-term Rental Agreement No. D.06/PERJ/01/5.II/2014 which was covered by Notarial Deed of Hadijah, SH., No. 03 dated February 5, 2014. The Company agreed to rent and operate Great River Plaza Building with the following conditions: -
-
-
-
The Company performs restoration/ renovation, marketing and fitting out starting from the agreement’s date until June 30, 2015 at maximum cost amounting to Rp25,000,000. Change the building name of Great River Plaza Building to other name that will be determined later. Rental and operating period is 20 (twenty) years starting from July 1, 2015 until June 30, 2035. Rental price of building for 20 (twenty) years is Rp220,225,000, excluding value added tax which will be paid in 6 (six) phases within 6 (six) years.
The Company has paid advance amounting to Rp20,000,000 which is presented as “Advance for Rental” in the statement of financial position as of December 31, 2014.
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
34. PERJANJIAN (lanjutan)
DAN
IKATAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
SIGNIFIKAN
34. SIGNIFICANT AGREEMENTS COMMITMENTS (continued)
AND
Plaza Bapindo Menara I Pada tanggal 15 Mei 2014, perjanjian Bangun, Kelola dan Alih (BOT) dengan PT Bank Mandiri (Persero) Tbk. atas Plaza Bapindo Menara I telah berakhir. Sehubungan dengan itu, perusahan menyerahkan Gedung Plaza Bapindo Menara I yang terdiri dari 27 (dua pulu tujuh) lantai perkantoran, 2 (dua) lantai berupa ruang mekanikal dan elektrikal, 1 (satu) lantai rooftop dan 1 (satu) lantai bawah tanah berikut semua peralatan, perlengkapan listrik dan mekanis, taman, lansekap, gedung parkir, masjid, pelataran, Intelligent Building System yang terintegrasi dari seluruh kompleks gedung dan prasarana lainnya.
Bapindo Plaza Tower I On May 15, 2014, the BOT agreement with PT Bank Mandiri (Persero) Tbk. has expired. On the expiration of the agreement, the Company handed-over Bapindo Plaza Tower I which consists of 27 (twenty seven) floors of offices, 2 (two) floors constituting mechanical and electrical room, 1 (one) rooftop floor and 1 (one) basement floor including all equipment, electrical fittings and mechanical, park, landscape, parking building, mosque, court, Intelligent Building System integrated to the entire building complex and other infrastructure.
Berdasarkan Akta Notaris Sri Ismiyati, S.H., M.Kn No. 43 tanggal 19 Mei 2014, Perusahaan mengadakan perjanjian pemanfaaatan sementara gedung Plaza Bapindo Menara I dengan PT Bank Mandiri (Persero) Tbk. Berdasarkan perjanjian ini, Perusahaan mendapatkan persetujuan untuk mengelola Plaza Bapindo Menara I dengan kondisi sebagai berikut:
Based on the Notarial Deed No. 43 by Sri Ismiyati, S.H., M.Kn dated May 19, 2014, the Company entered into a temporary utilization of Bapindo Plaza Tower I building agreement with PT Bank Mandiri (Persero) Tbk. According to the said agreement, the Company obtained an approval to manage Bapindo Plaza Tower I with the following conditions:
Bagi PT Bank Mandiri (Persero) Tbk.: Menggunakan kantor Bank Mandiri. Memperoleh kartu parkir secara cumacuma sebanyak 300 (tiga ratus) kendaraan roda empat (mobil), termasuk 22 (dua puluh dua) lahan parkir VIP. Menggunakan assembly hall untuk kegiatan PT Bank Mandiri (Persero) Tbk. yang bersifat non-komersial sebanyak 3 (tiga) hari dalam sebulan atau 36 (tiga puluh enam) hari setahun. Menggunakan ruang media iklan/promosi yang berada di Plaza Bapindo Menara I dengan mempertimbangkan estetika gedung secara keseluruhan. Mendapatkan tarif lembur (overtime) dengan potongan sebesar 5% (lima persen) dari tarif yang berlaku secara komersial.
For PT Bank Mandiri (Persero) Tbk.: - Utilize the Bank Mandiri office. - Obtain parking card for free as much as 300 (three hundred) four-wheel vehicles (cars), including 22 (twenty two) VIP parking area.
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309
-
Utilize the assembly hall for the noncommercial activities of PT Bank Mandiri (Persero) Tbk. as much as three (3) days in a month or 36 (thirty six) days a year.
-
Utilize the advertising/promotion space located at Bapindo Plaza Tower I by considering the overall building aesthetics.
-
Getting the overtime rate with a discount of 5% (five percent) of the prevailing commercial rates.
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
34. PERJANJIAN (lanjutan)
DAN
IKATAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
SIGNIFIKAN
34. SIGNIFICANT AGREEMENTS COMMITMENTS (continued)
AND
Plaza Bapindo Menara I (lanjutan)
Bapindo Plaza Tower I (continued)
Bagi PT Bank Mandiri (Persero) Tbk.: (lanjutan) Apabila luas kantor Bank Mandiri kurang 2 dari 30.000m (tiga puluh ribu meter persegi), maka PT Bank Mandiri (Persero) Tbk. memperoleh kompensasi sebesar Rp190.000 (nilai penuh) (seratus sembilan puluh ribu rupiah) per meter persegi per bulan (sudah termasuk Pajak Penghasilan namun belum termasuk Pajak Pertambahan Nilai) dari setiap kekurangan tersebut, yang wajib dibayarkan oleh Perusahaan selambatlambatnya setiap tanggal 20 (dua puluh) pada bulan berikutnya.
For PT Bank Mandiri (Persero) Tbk.: (continued)
Bagi Perusahaan: Menggunakan/memanfaatkan/menyewak an ruang perkantoran Plaza Bapindo 2 Menara I seluas +/- 10.000m (lebih kurang sepuluh ribu meter persegi) selain yang digunakan sebagai kantor Bank Mandiri. Menggunakan/memanfaatkan/menyewak an areal parkir, assembly hall dan ruangan lain yang merupakan bagian dari Plaza Bapindo Menara I, selain yang digunakan oleh PT Bank Mandiri (Persero) Tbk. Apabila luas kantor Bank Mandiri lebih 2 dari 30.000m (tiga puluh ribu meter persegi), maka Perusahaan memperoleh kompensasi sebesar Rp190.000 (nilai penuh) (seratus sembilan puluh ribu rupiah) per meter persegi per bulan ditambah service charge dari setiap kelebihannya tersebut (sudah termasuk Pajak Penghasilan namun belum termasuk Pajak Pertambahan Nilai) dari setiap kelebihannya tersebut, yang wajib dibayarkan oleh PT Bank Mandiri (Persero) Tbk. selambat-lambatnya setiap tanggal 20 (dua puluh) pada bulan berikutnya.
For the Company: - Use/utilize/rent the office space of Bapindo 2 Plaza Tower I +/- 10,000m (approximately ten thousand square meters) other than space that has been utilized as Bank Mandiri office.
Sebagai gantinya, Perusahaan berkewajiban, antara lain, menanggung biaya operasional dan melakukan perawatan secara teratur dan perbaikan yang diperlukan dari waktu ke waktu.
In exchange, the Company has the obligation, among others, shoulder the operational cost and conduct a periodical repair and maintenance of the building.
Jangka waktu perjanjian adalah selama 2 (dua) tahun terhitung sejak tanggal 16 Mei 2014 sampai dengan 15 Mei 2016.
Agreement period is 2 (two) years starting from May 16, 2014 until May 15, 2016.
-
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When office area of the bank is less than 2 30,000m (thirty thousand square meters), PT Bank Mandiri (Persero) Tbk. will receive a compensation of Rp190,000 (full amount) (one hundred ninety thousand rupiah) per square meter per month (including income tax, but not including value added tax) from any such deficiency, which shall be paid by th the Company not later than every 20 (twentieth) in the next month.
-
Use/utilize/rent the parking area, assembly hall and other spaces as part of Bapindo Plaza Tower I, other than space that has been utilized by PT Bank Mandiri (Persero) Tbk.
-
When Bank Mandiri office area is more than 2 30,000m (thirty thousand square meters), the Company will receive compensation of Rp190,000 (full amount) (one hundred ninety thousand rupiah) per square meter per month plus the service charge of any such excess (includes income tax, but not including value added tax) of any such excess, which must be paid by PT Bank Mandiri (Persero) Tbk. not later th than every 20 (twentieth) in the next month.
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
34. PERJANJIAN (lanjutan)
DAN
IKATAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
SIGNIFIKAN
34. SIGNIFICANT AGREEMENTS COMMITMENTS (continued)
AND
b.
Pada tahun 1999, Perusahaan melakukan negosiasi dengan Citibank N.A., Singapura (Citibank), pihak ketiga, sehubungan dengan penyelesaian liabilitasnya dengan menandatangani perjanjian sewa pada tanggal 22 Maret 2000 dan 25 Mei 2001 atas ruangan kantor di Plaza Bapindo Menara II untuk periode sejak ditandatanganinya perjanjian tersebut sampai dengan 5 Mei 2016. Pada tanggal 31 Desember 2014 saldo liabilitas Perusahaan kepada Citibank adalah sebesar Rp17.485.274 (31 Desember 2013: Rp25.039.980 dan 31 Desember 2012: Rp32.594.626), dan dicatat sebagai bagian dari “Pendapatan Diterima di Muka” (Catatan 18) dalam laporan posisi keuangan konsolidasian.
b.
In 1999, the Company negotiated with Citibank N.A., Singapore (Citibank), a third party, to settle its loan by entering into lease agreements dated March 22, 2000 and May 25, 2001 for the office space in Plaza Bapindo Tower II for the period from the signing of lease agreements up to May 5, 2016. As of December 31, 2014, the outstanding balance of the Company’s liability to Citibank amounted to Rp17,485,274 (December 31, 2013: Rp25,039,980 and December 31, 2012: Rp32,594,626) presented as part of “Unearned Income” (Note 18) in the consolidated statements of financial position.
c.
Pada tanggal 19 Desember 2011, Perusahaan mengadakan perjanjian dengan PT Purimas Sasmita (PS) dan PT Asuransi Jiwa Sinarmas MSIG (AJSM), pihak ketiga. PS dan AJSM setuju untuk membeli seluruh unit-unit perkantoran MSIG Tower (dahulu Chase Tower) yang sedang dibangun oleh Perusahaan yang terletak di Setia Budi, Jakarta (Catatan 8). Perjanjian jual beli ini diaktakan dalam Akta Notaris No. 27 dan 28 oleh Buniarti Tjandra, S.H. tanggal 19 Desember 2011. Perjanjian dengan PS dan AJSM telah diubah berdasarkan Akta Notaris No. 8 dan 9 oleh Eveline Gandauli Siagian Rajagukguk, S.H. tanggal 2 November 2012 mengenai persyaratan jual dan beli. Harga jual yang disetujui oleh Perusahaan dengan PS dan AJSM adalah sebesar AS$89.650.000 dan AS$81.650.000. Pada tanggal 31 Desember 2014, 2013 dan 2012, uang muka yang diterima Perusahaan disajikan sebagai bagian dari “Pendapatan Diterima di Muka” (Catatan 18) pada laporan posisi keuangan konsolidasian. Pendapatan yang telah direalisasi pada tahun 2014 adalah sebesar Rp700.816.818 (2013: Rp364.977.278 dan 2012: Rp467.668.591).
c.
On December 19, 2011, the Company entered into an agreement with PT Purimas Sasmita (PS) and PT Asuransi Jiwa Sinarmas MSIG (AJSM), third parties. PS and AJSM agreed to buy the whole office unit of MSIG Tower (formerly Chase Tower) which is being built by the Company located at Setia Budi, Jakarta (Note 8). This sale and purchace agreement is covered by Notarial Deed No. 27 and 28 by Buniarti Tjandra, S.H. dated December 19, 2011. The agreement has been amended based on the Notarial Deed No. 8 and 9 by Eveline Gandauli Siagian Rajagukguk, S.H. dated November 2, 2012 concerning the term of sale and purchase. The selling price which was agreed by the Company with PS and AJSM amounted to US$89,650,000 and US$81,650,000, respectively. As of December 31, 2014, 2013 and 2012, advances received by the Company are presented as part of “Unearned Income” (Note 18) in the consolidated statements of financial position. Income which has been realized in 2014 amounted to Rp700,816,818 (2013: Rp364,977,278 and 2012: Rp467,668,591).
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
34. PERJANJIAN (lanjutan) d.
DAN
IKATAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
SIGNIFIKAN
34. SIGNIFICANT AGREEMENTS COMMITMENTS (continued)
AND
d. The Company entered into work agreement with several parties for the development of MSIG Tower Project, La Maison Barito apartment, Holiday Inn & Suites and Icon Tower, which are located in Jakarta and hotel project located in Bali. The significant work agreements are as follows:
Perusahaan mengadakan perjanjian kerja dengan beberapa pihak untuk pembangunan proyek MSIG Tower, apartemen La Maison Barito, Holiday Inn & Suites dan Icon Tower yang berlokasi di Jakarta dan proyek hotel yang berlokasi di Bali. Perjanjian kerja yang signifikan adalah sebagai berikut: Kontraktor dan pemasok/ Contractor and supplier
Sifat Pekerjaan/ Nature of Works:
PT Murinda Iron Steel
Pondasi dan ruang bawah tanah/ Substructure and basement Struktur atas/ Upper structure Penyelesaian ruang bawah tanah/ Basement finishing Bata dan plester/ Brick and plaster
PT Caisson Dimensi
Tiang pancang/ Pilling
PT Nusa Raya Cipta Tbk.
Struktur atas tahap 1, struktur bawah dan atas tahap 2, penyelesaian dinding, tangki dan kolam renang, saluran air tahap 1 dan 2/ Upper structure phase 1, bottom substructure and upper structure phase 2, wall finishing, tank and swimming pool, plumbing phase 1 and 2 Penyelesaian kamar tamu/ Guestroom finishing Struktur atas/ Upper structure
PT Sumber Jayatama Nusantara
Mekanikal dan listrik/ Mechanical and electrical
PT Adhi Karya (Persero) Tbk.
Pondasi, penyelesaian dan saluran air/ Structure, finishing and plumbing
PT Jaga Citra Inti
Mekanikal dan listrik (termasuk instalasi genset)/ Mechanical and electrical (including genset installation) Saluran air dan perlindungan kebakaran/ Plumbing and fire protection Instalasi listrik/ Electrical installation Instalasi sistem otomatis gedung/ Installation of building automatic system
PT Tatametrika Nusantara
Instalasi listrik/ Electrical installation
PT Indalex Jakarta
Dinding luar/ External cladding Pekerjaan bagian luar gedung/ Facade works
PT Indonesia Pondasi Raya
Pekerjaan bored pile/ Bored pile works Tes pile, tes sonic logging, penyangga beton/ Test pile, sonic logging test, concrete platform
PT Bauer Pratama Indonesia
Pekerjaan bored pile/ Bored pile works
PT Berca Schindler Lifts
Lift/ Elevator
PT Pembangunan Perumahan (Persero) Tbk.
Pekerjaan beton/ Concrete work
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
34. PERJANJIAN (lanjutan)
DAN
IKATAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
SIGNIFIKAN
34. SIGNIFICANT AGREEMENTS COMMITMENTS (continued)
AND
e.
Pada tanggal 7 Januari 2013, Perusahaan mengadakan perjanjian pengelolaan hotel untuk proyek hotel yang terletak di Gajahmada, Jakarta dengan PT SC Hotels & Resorts Indonesia, dimana Perusahaan akan menggunakan merek Holiday Inn & Suites. Perjanjian ini berlaku selama 15 (lima belas) tahun dan dapat diperpanjang sebanyak 2 (dua) kali (masing-masing 10 (sepuluh) tahun) sesuai dengan persyaratan yang tertera pada perjanjian tersebut.
e. On January 7, 2013, the Company entered into hotel management agreement for hotel project located at Gajahmada, Jakarta with PT SC Hotels & Resorts Indonesia, on which the Company will use the Holiday Inn & Suites brand. This agreement is valid for 15 (fifteen) years and can be extended up to 2 (two) times (10 (ten) years each) in accordance with the requirement stated in the agreement.
f.
Perusahaan melakukan perjanjian kerjasama pemberian Kredit Pemilikan Apartemen (KPA) dengan PT Bank Internasional Indonesia Tbk. dan PT Bank Victoria International Tbk. Oleh karena itu, beberapa saldo deposito berjangka dijadikan sebagai jaminan. Pada tanggal 31 Desember 2014 saldo deposito berjangka yang dijadikan sebagai jaminan sehubungan dengan KPA adalah sebesar Rp15.709.877 (31 Desember 2013: Rp17.477.022 dan 31 Desember 2012: Rp6.547.652) yang disajikan sebagai bagian dari “Aset Keuangan Tidak Lancar Lainnya” pada laporan posisi keuangan konsolidasian.
f. The Company entered into Apartment Ownership Loan (KPA) agreements with PT Bank Internasional Indonesia Tbk. and PT Bank Victoria International Tbk. Consequently, certain time deposits are pledged as collateral. As of December 31, 2014, the outstanding time deposits pledged as collateral in connection with KPA amounted to Rp15,709,877 (December 31, 2013: Rp17,477,022 and December 31, 2012: Rp6,547,652) which is presented as part of “Other Non-current Financial Assets” in the consolidated statements of financial position.
g.
Pada tanggal 7 November 2013, Perusahaan mengadakan perjanjian pengelolaan hotel untuk proyek hotel yang terletak di Bali dengan PT Hilton International Manage Indonesia, dimana Perusahaan akan menggunakan merek Hilton Garden Inn Bali. Perjanjian ini berlaku selama 10 (sepuluh) tahun dan dapat diperpanjang sesuai dengan persyaratan yang tertera pada perjanjian tersebut.
g. On November 7, 2013, the Company entered into hotel management agreement for a hotel project in Bali with PT Hilton International Manage Indonesia, on which the Company will use the Hilton Garden Inn Bali brand. This agreement is valid for 10 (ten) years and can be extended in accordance with the requirement stated in the agreement.
j
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The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
35. SEGMEN OPERASI
35. OPERATING SEGMENT The following table presents revenue and profit, and certain assets and liabilities information regarding the Group’s business segments:
Tabel berikut ini menyajikan informasi pendapatan dan laba, serta aset dan liabilitas tertentu sehubungan dengan segmen usaha Kelompok Usaha: 2014
Pendapatan sewa/ Rental Income
Penjualan dan Pendapatan Usaha Hasil Segmen
Jasa pemeliharaan/ Service fees
Penjualan unit strata/ Strata title units sold
Lain-lain/ Others
Eliminasi/ Elimination
Total/ Total
261.410.045
128.983.014
867.220.056
30.371.351
-
1.287.984.466
87.821.521
56.908.300
402.804.875
13.709.287
-
561.243.983
Segment Margin
Pendapatan Operasi Lain Beban Operasi Lain Beban dan Pendapatan Keuangan Beban Pajak Penghasilan
(70.527.117) (87.009.186)
Laba Tahun Berjalan
408.108.626
Income for the Year
Aset dan Liabilitas Aset Segmen Liabilitas Segmen Informasi Segmen Lainnya Pengeluaran Modal Penyusutan
15.416.164 (11.015.218)
Sales and Operating Revenues
Other Operating Income Other Operating Expenses Finance Expense and Income Income Tax Expense
1.076.623.374
528.780.473
3.604.080.736
127.486.493
(222.697.418)
5.114.273.658
Assets and Liabilities Segment Assets
406.041.460
198.333.937
1.373.769.896
46.291.856
(156.991.930)
1.867.445.219
Segment Liabilities
1.470.481
1.820.326
7.354.577
20.904.226
-
Other Segment Information 31.549.610 Capital Expenditures
10.573.050
5.109.231
36.506.356
1.181.156
-
53.369.793
Depreciation
2013
Pendapatan sewa/ Rental Income
Penjualan dan Pendapatan Usaha Hasil Segmen
Jasa pemeliharaan/ Service fees
Penjualan unit strata/ Strata title units sold
Lain-lain/ Others
Eliminasi/ Elimination
Total/ Total
247.859.271
145.269.238
405.520.820
30.734.033
-
829.383.362
Sales and Operating Revenues
63.473.619
79.310.168
164.738.910
17.203.617
-
324.726.314
Segment Margin
Pendapatan Operasi Lain Beban Operasi Lain Beban dan Pendapatan Keuangan Beban Pajak Penghasilan
28.958.180 (4.979.161) (107.253.336) (60.651.706)
Laba Tahun Berjalan Aset dan Liabilitas Aset Segmen Liabilitas Segmen Informasi Segmen Lainnya Pengeluaran Modal Penyusutan
Other Operating Income Other Operating Expenses Finance Expense and Income Income Tax Expense
180.800.291
Income for the Year
1.595.015.743
875.247.273
2.378.873.114
189.116.323
(269.802.815)
4.768.449.638
Assets and Liabilities Segment Assets
687.815.481
355.616.954
941.368.582
71.345.418
(214.374.557)
1.841.771.878
Segment Liabilities
34.213
3.590.664
2.023.217
3.177.120
-
29.416.457
16.000.029
43.323.370
3.283.436
-
Other Segment Information 8.825.214 Capital Expenditures 92.023.292
Depreciation
2012
Pendapatan sewa/ Rental Income
Penjualan dan Pendapatan Usaha Hasil Segmen
Jasa pemeliharaan/ Service fees
Penjualan unit strata/ Strata title units sold
Lain-lain/ Others
Eliminasi/ Elimination
Total/ Total
208.737.132
139.242.969
473.298.343
24.440.177
-
845.718.621
33.314.839
77.625.476
152.624.870
12.952.683
-
276.517.868
Pendapatan Operasi Lain Beban Operasi Lain Beban dan Pendapatan Keuangan Pendapatan Lain-lain Beban Pajak Penghasilan
22.824.339 (10.509.073) (71.891.104) 23.092.800 (59.206.578)
Laba Tahun Berjalan
180.828.252
97
314
Sales and Operating Revenues Segment Margin Other Operating Income Other Operating Expenses Finance Expense and Income Other Income Income Tax Expense Income for the Year
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
35. SEGMEN OPERASI (lanjutan)
35. OPERATING SEGMENT (continued) 2012 (lanjutan)/(continued)
Pendapatan sewa/ Rental Income
Aset dan Liabilitas Aset Segmen Liabilitas Segmen
Informasi Segmen Lainnya Pengeluaran Modal Penyusutan
Penjualan unit strata/ Strata title units sold
Jasa pemeliharaan/ Service fees
Lain-lain/ Others
Eliminasi/ Elimination
Total/ Total
1.120.716.547
733.234.773
2.535.515.586
126.305.005
(222.610.464)
4.293.161.447
Assets and Liabilities Segment Assets
411.974.419
263.800.771
929.801.867
44.467.138
(194.599.464)
1.455.444.731
Segment Liabilities
5.471.946
1.902.185
3.960.542
205.448
-
11.540.121
Other Segment Information Capital Expenditures
23.065.020
15.078.994
52.177.953
2.595.525
-
92.917.492
Depreciation
The Group’s projects is domiciled in Jakarta and Bali. The assets and liabilities based on domicile/geographical location are as follows:
Proyek Kelompok Usaha berdomisili di Jakarta dan Bali. Aset dan liabilitas berdasarkan wilayah domisili/geografis sebagai berikut: 31 Desember 2014/ December 31, 2014
31 Desember 2013/ December 31, 2013
31 Desember 2012/ December 31, 2012
Aset Jakarta Bali
4.876.357.541 237.916.117
4.604.540.039 163.909.599
4.206.959.426 86.202.021
Assets Jakarta Bali
Total
5.114.273.658
4.768.449.638
4.293.161.447
Total
Liabilitas Jakarta Bali
1.788.450.309 78.994.910
1.785.936.115 55.835.763
1.416.102.687 39.342.044
Liabilities Jakarta Bali
Total
1.867.445.219
1.841.771.878
1.455.444.731
Total
36. INSTRUMEN KEUANGAN
36. FINANCIAL INSTRUMENTS The table below is a comparison of the carrying amounts and fair value of the Group’s financial instruments that are carried in the consolidated statements of financial position.
Tabel di bawah ini menyajikan perbandingan atas nilai tercatat dengan nilai wajar dari instrumen keuangan Kelompok Usaha yang tercatat dalam laporan posisi keuangan konsolidasian. 31 Desember 2014
Nilai tercatat/ Carrying value
Nilai wajar/ Fair value
December 31, 2014
Aset keuangan Aset lancar Kas dan setara kas Piutang usaha, neto Piutang lain-lain - pihak ketiga Aset tidak lancar Aset keuangan tidak lancar lainnya
84.271.804 144.717.248 4.336.120 84.618.098
84.618.098
Financial assets Current assets Cash and cash equivalents Trade receivables, net Other receivables - third parties Non-current assets Other non-current financial assets
Total aset keuangan
317.943.270
317.943.270
Total financial assets
84.271.804 144.717.248 4.336.120
Liabilitas keuangan Liabilitas jangka pendek Utang usaha - pihak ketiga Utang dividen Utang lain-lain - pihak ketiga Beban akrual Bagian jangka pendek atas utang bank Uang jaminan penyewa Liabilitas jangka panjang Utang bank - setelah dikurangi dengan bagian jangka pendek Utang obligasi Uang jaminan penyewa
99.991.653 786.190 23.078.397 22.686.780 124.500.000 22.668.362
99.991.653 786.190 23.078.397 22.686.780 124.500.000 22.668.362
1.063.767.628 246.739.625 52.002.110
1.063.767.628 156.688.260 52.002.110
Financial liabilities Current liabilities Trade payables - third parties Dividends payable Other payables - third parties Accrued expenses Current maturities of bank loans Tenant deposits Long-term liabilities Bank loans - net of current maturities Bonds payable Tenant deposits
Total liabilitas keuangan
1.656.220.745
1.566.169.380
Total financial liabilities
98
315
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
36. INSTRUMEN KEUANGAN (lanjutan) 31 Desember 2013
36. FINANCIAL INSTRUMENTS (continued) Nilai tercatat/ Carrying value
Nilai wajar/ Fair value
December 31, 2013
Aset keuangan Aset lancar Kas dan setara kas Piutang usaha, neto Piutang lain-lain - pihak ketiga Aset tidak lancar Aset keuangan tidak lancar lainnya
68.091.001 9.732.130 6.475.144
68.091.001 9.732.130 6.475.144
119.246.964
119.246.964
Financial assets Current assets Cash and cash equivalents Trade receivables, net Other receivables - third parties Non-current assets Other non-current financial assets
Total aset keuangan
203.545.239
203.545.239
Total financial assets
Liabilitas keuangan Liabilitas jangka pendek Utang usaha - pihak ketiga Utang dividen Utang lain-lain - pihak ketiga Beban akrual Bagian jangka pendek atas utang bank Uang jaminan penyewa Liabilitas jangka panjang Utang bank - setelah dikurangi dengan bagian jangka pendek Utang obligasi Uang jaminan penyewa
46.549.799 403.295 16.638.139 22.987.156 162.000.000 25.598.238
46.549.799 403.295 16.638.139 22.987.156 162.000.000 25.598.238
1.007.988.728 246.148.666 51.628.193
1.007.988.728 140.284.039 51.628.193
Financial liabilities Current liabilities Trade payables - third parties Dividends payable Other payables - third parties Accrued expenses Current maturities of bank loans Tenant deposits Long-term liabilities Bank loans - net of current maturities Bonds payable Tenant deposits
Total liabilitas keuangan
1.579.942.214
1.474.077.587
Total financial liabilities
31 Desember 2012
Aset keuangan Aset lancar Kas dan setara kas Efek tersedia untuk dijual, neto Piutang usaha, neto Piutang lain-lain - pihak ketiga Aset tidak lancar Aset keuangan tidak lancar lainnya Total aset keuangan Liabilitas keuangan Liabilitas jangka pendek Utang usaha - pihak ketiga Utang lain-lain - pihak ketiga Beban akrual Bagian jangka pendek atas utang bank Uang jaminan penyewa Liabilitas jangka panjang Utang bank - setelah dikurangi dengan bagian jangka pendek Uang jaminan penyewa Total liabilitas keuangan
Nilai tercatat/ Carrying value
Nilai wajar/ Fair value
December 31, 2012
97.672.723
97.672.723
Financial assets Current assets Cash and cash equivalents Available-for-sale securities, net Trade receivables, net Other receivables - third parties Non-current assets Other non-current financial assets
158.213.047
158.213.047
Total financial assets
32.548.905 4.944.750 11.281.218 11.765.451
32.548.905 4.944.750 11.281.218 11.765.451
20.788.352 14.237.739 22.141.227 355.509.000 39.989.610
20.788.352 14.237.739 22.141.227 355.509.000 39.989.610
707.572.753 38.739.551
707.572.753 38.739.551
Financial liabilities Current liabilities Trade payables - third partties Other payables - third parties Accrued expenses Current maturities of bank loans Tenant deposits Long-term liabilities Bank loans - net of current maturities Tenant deposits
1.198.978.232
1.198.978.232
Total financial liabilities
Fair value is defined as the amount at which an instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's-length transaction, other than in a forced or liquidation sale. Fair values are obtained from quoted market prices, discounted cash flow models and option pricing models as appropriate.
Nilai wajar didefinisikan sebagai jumlah dimana instrumen tersebut dapat dipertukarkan di dalam transaksi jangka pendek antara pihak yang berkeinginan dan memiliki pengetahuan yang memadai melalui suatu transaksi yang wajar, selain di dalam penjualan terpaksa atau penjualan likuidasi. Nilai wajar didapatkan dari kuotasi harga pasar, model arus kas diskonto dan model penentuan harga opsi yang sewajarnya.
99
316
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
36. INSTRUMEN KEUANGAN (lanjutan)
36. FINANCIAL INSTRUMENTS (continued)
Metode-metode dan asumsi-asumsi di bawah ini digunakan untuk mengestimasi nilai wajar untuk masing-masing kelas instrumen keuangan:
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
•
•
•
•
•
Nilai wajar kas dan setara kas, piutang usaha neto dan piutang lain-lain mendekati nilai tercatat karena jangka waktu jatuh tempo yang singkat atas instrumen keuangan tersebut, sedangkan efek tersedia untuk dijual dinilai pada harga pasar. Aset keuangan tidak lancar lainnya yang merupakan kas dan setara kas yang dibatasi penggunannya dan uang jaminan mendekati atau setara dengan nilai tercatatnya. Utang usaha, utang dividen, utang lain-lain dan beban akrual mendekati nilai tercatat karena jangka waktu jatuh tempo yang singkat atas instrumen keuangan tersebut. Utang bank, utang obligasi dan uang jaminan penyewa dinilai menggunakan diskonto arus kas berdasarkan tingkat suku bunga pasar.
•
•
•
37. TAMBAHAN INFORMASI ARUS KAS
The fair value of cash and cash equivalents, net trade receivables and other receivables approximate their carrying amounts largely due to short-term maturities of these financial instruments, while available-for-sale securities are carried at market value. Other non-current assets which represents restricted cash and cash equivalents and security deposits approximate or equal their carrying value. Trade payables, dividends payable, other payables and accrued expenses approximate their carrying amounts largely due to short-term maturity of these financial instruments. The fair values of bank loans, bonds payable and tenant deposits are calculated using discounted cash flows using market interest rates.
37. SUPLEMENTARY CASH FLOWS INFORMATION Investing activities which did not affect the Group’s consolidated statements of cash flows are as follow:
Aktivitas investasi yang tidak mempengaruhi arus kas Kelompok Usaha adalah sebagai berikut:
Tahun yang Berakhir pada Tanggal 31 Desember/ Year ended December 31, 2014 Penghapus-bukuan properti investasi karena berakhirnya perjanjian bangunan dalam rangka bangun, kelola dan alih (Catatan 11) Perolehan aset tetap melalui sewa pembiayaan Reklasifikasi uang muka ke properti investasi Reklasifikasi uang muka ke aset tetap Penyelesaian utang bank melalui penerbitan saham baru Reklasifikasi proyek dalam pelaksanaan ke properti investasi Perolehan aset tetap melalui utang lain-lain
2013
2012
345.652
-
-
4.845.295
-
-
1.804.384
1.054.680
-
659.654
-
-
-
-
437.000.000
-
-
7.407.715
-
-
580.200
100
317
Investment property written-off due to the expiration of building under build, operate and transfer arrangement agreement (Note 11) Acquisition of fixed assets through finance lease Reclassification of advances to investment property Reclassification of advances to fixed assetss Loan settlement through issuance of new shares Reclassification of construction in progress to investment property Acquisition of fixed assets through other payables
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
38. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
MANAJEMEN
38. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
Kelompok Usaha dihadapkan pada risiko pasar (yaitu risiko tingkat bunga dan risiko mata uang asing), risiko kredit dan risiko likuiditas. Secara keseluruhan, program manajemen risiko keuangan Kelompok Usaha terfokus pada ketidakpastian pasar keuangan dan meminimumkan potensi kerugian yang berdampak pada kinerja Kelompok Usaha.
The Group is exposed to market risk (i.e. interest rate risk and foreign currency risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the uncertainty of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.
Risiko pasar
Market risk
Risiko pasar adalah risiko dimana nilai wajar dari arus kas masa depan dari suatu instrumen keuangan akan berfluktuasi karena perubahan harga pasar. Kelompok usaha dipengaruhi oleh risiko pasar, terutama risiko tingkat suku bunga atas nilai wajar dan arus kas dan risiko nilai tukar mata uang asing.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group is exposed to market risk, in particular, interest rate risk on fair values of cash flows and foreign currency rate risk.
a. Risiko tingkat bunga
a. Interest rate risk
Risiko tingkat bunga adalah risiko bahwa nilai wajar atau arus kas masa datang atas instrumen keuangan akan berfluktuasi karena perubahan dalam suku bunga pasar. Risiko yang dihadapi Kelompok Usaha terutama sehubungan dengan perubahan tingkat bunga pasar timbul dari utang bank. Kelompok Usaha menjalankan manajemen risiko dengan melakukan pengawasan terhadap dampak pergerakan suku bunga pasar serta bernegosiasi dengan bank untuk meminimalisasi dampak negatif terhadap Kelompok Usaha. Saat ini, Kelompok Usaha tidak mempunyai kebijakan formal lindung nilai atas risiko tingkat bunga.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates primarily arises from bank loans. The Group conducts risk management by monitoring the movement of market rate and negotiates accordingly with the bank to minimize the negative impact on the Group. Currently, the Group does not have a formal hedging policy for interest rate exposures.
Tabel berikut menunjukkan sensitivitas atas kemungkinan perubahan tingkat bunga (melalui dampak suku bunga mengambang), dengan variabel lain dianggap tetap, terhadap beban pembiayaan:
The following table demonstrates the sensitivity to a reasonably possible change in market interest rates (through the impact on floating rate), with all other variables held constant, on the financing cost:
Kenaikan (penurunan) suku bunga dalam basis poin/ Increase (decrease) on interest rate in basis point
2014 2013 2012
Dampak/ Effect
+100 -100 +100 -100 +100 -100
101
318
11.951.208 (11.951.208) 10.637.502 (10.637.502) 10.181.389 (10.181.389)
2014 2013 2012
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
38. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
MANAJEMEN
38. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (continued)
Risiko pasar (lanjutan)
Market risk (continued)
b. Risiko nilai tukar mata uang
b. Foreign exchange rate risk
Risiko nilai tukar mata uang adalah risiko dimana nilai wajar arus kas masa datang dari suatu instrumen keuangan akan berfluktuasi akibat perubahan nilai tukar mata uang asing. Instrumen keuangan Kelompok Usaha yang mempunyai potensi atas risiko nilai tukar mata uang adalah kas dan setara kas, piutang usaha, aset keuangan tidak lancar lainnya dan utang bank dalam mata uang asing. Saat ini, Kelompok Usaha tidak mempunyai kebijakan formal lindung nilai atas risiko nilai tukar mata uang.
Foreign exchange rate risk is the risk that the fair value of the future cash flows from financial instruments will fluctuate due to changes in foreign exchange rate. The Group’s financial instruments which has potential risk from foreign exchange rate are cash and cash equivalents, trade receivables, other non-current financial assets and bank loans in foreign currency. Currently, the Group does not have a formal hedging policy for foreign exchange rate exposures.
Tabel berikut menunjukkan sensitivitas atas kemungkinan perubahan nilai tukar mata uang, dengan variabel lain dianggap tetap pada tanggal, terhadap laba sebelum pajak:
The following table demonstrates the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant, on the income before tax:
Kenaikan (penurunan) nilai tukar mata uang/ Increase (decrease) on foreign exhange rate
2014 2013 2012
Dampak/ Effect
+50 -50 +50 -50 +50 -50
162.542 (162.542) 167.662 (167.662) (2.908.586) 2.908.586
2014 2013 2012
Risiko kredit
Credit risk
Risiko kredit yang dihadapi oleh Kelompok Usaha berasal dari kredit yang diberikan kepada pelanggan dan penempatan rekening koran dan deposito pada bank.
The Group has credit risk arising from credits granted to customers and placement of current accounts and deposits in banks.
Selain dari pengungkapan di bawah ini, Kelompok Usaha tidak memiliki konsentrasi risiko kredit.
Other than as disclosed below, the Group has no concentration of credit risk.
i.
i.
Kas dan setara kas
Cash and cash equivalents
Risiko kredit atas penempatan rekening koran dan deposito dikelola oleh manajemen sesuai dengan kebijakan Kelompok Usaha.
Credit risk arising from placements of current accounts and deposits is managed in accordance with the Group’s policy.
Investasi atas kelebihan dana dibatasi untuk tiap-tiap bank dan kebijakan ini dievaluasi setiap tahun oleh Direksi. Batas tersebut ditetapkan untuk meminimalkan risiko konsentrasi kredit sehingga mengurangi kemungkinan kerugian akibat kebangkrutan bank-bank tersebut.
Investments of surplus funds are limited for each banks and reviewed annually by the Board of Directors. Such limits are set to minimize the concentration of credit risk and therefore mitigate financial loss through potential failure of the banks.
102
319
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
38. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
MANAJEMEN
38. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (continued)
Risiko kredit (lanjutan) ii.
Credit risk (continued) ii. Trade receivables
Piutang usaha Kebijakan Kelompok Usaha mengelola risiko kredit atas piutang usaha adalah dengan menerapkan kebijakan persetujuan penyewa dan pembeli berdasarkan prinsip kehatihatian, melakukan pengawasan terhadap portofolio kredit secara berkesinambungan serta melakukan pengelolaan atas piutangnya. Sebagai jaminan sewa gedung, Kelompok Usaha menerima jaminan dari penyewa berupa uang jaminan penyewa.
The Group’s policy to manage credit risk of trade receivables is by applying prudent acceptance policies on its potential tenants and buyers, performing ongoing monitoring of credit portfolio as well as managing the collection of its receivables. As collateral to the building rental, the Group receives collateral in the form of tenant deposits.
Pada tanggal pelaporan, eksposur maksimum Kelompok Usaha terhadap risiko kredit adalah sebesar nilai tercatat masing-masing kategori dari aset keuangan yang disajikan pada laporan posisi keuangan konsolidasian.
At the reporting date, the Group’s maximum exposure to credit risk is represented by the carrying amount of each class of financial assets presented in the consolidated statements of financial position.
Berikut ini adalah risiko kredit klasifikasi evaluasi penurunan nilai:
The following table sets out the credit risk based on allowance for impairment losses assessment classification:
berdasarkan
31 Desember 2014/December 31, 2014 Mengalami Penurunan Nilai/ Impaired
Tidak Mengalami Penurunan Nilai/ Non-impaired
Total/ Total
Piutang usaha Cadangan kerugian penurunan nilai
-
144.717.248 -
144.717.248 -
Trade receivables Allowance for impairment losses
Neto
-
144.717.248
144.717.248
Net
31 Desember 2013/December 31, 2013 Mengalami Penurunan Nilai/ Impaired
Tidak Mengalami Penurunan Nilai/ Non-impaired
Total/ Total
Piutang usaha Cadangan kerugian penurunan nilai
-
9.732.130 -
9.732.130 -
Trade receivables Allowance for impairment losses
Neto
-
9.732.130
9.732.130
Net
31 Desember 2012/December 31, 2012 Mengalami Penurunan Nilai/ Impaired Piutang usaha Cadangan kerugian penurunan nilai Neto
Tidak Mengalami Penurunan Nilai/ Non-impaired
10.136.109 (10.136.109) -
Total/ Total
11.281.218 -
21.417.327 (10.136.109)
11.281.218
11.281.218
103
320
Trade receivables Allowance for impairment losses Net
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
38. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
MANAJEMEN
38. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (continued)
Risiko kredit (lanjutan)
Credit risk (continued)
Kelompok Usaha menilai piutang usaha setiap pelanggan secara individual pada setiap tanggal pelaporan, dimana piutang usaha yang diklasifikasikan sebagai aset keuangan yang mengalami penurunan nilai adalah pelanggan yang mengalami kesulitan keuangan, wanprestasi dan pailit.
The Group assesses trade receivables of each customer individually on each reporting date, where the trade receivables classified are as impaired financial assets when the customer is experiencing financial difficulty, default and bankruptcy.
Risiko likuiditas
Liquidity risk
Risiko likuiditas adalah risiko bahwa Kelompok Usaha akan mengalami kesulitan dalam membayar liabilitas keuangannya. Kelompok Usaha mengelola risiko likuiditas dengan mempertahankan kas dan setara kas yang cukup dalam memenuhi kebutuhan kas jangka pendeknya. Kelompok Usaha juga secara rutin mengevaluasi proyeksi arus kas dan arus kas aktual, serta jadwal tanggal jatuh tempo aset dan liabilitas keuangan.
Liquidity risk is the risk that the Group will have difficulties in paying its financial liabilities. The Group manages its liquidity risk by maintaining an adequate level of cash and cash equivalents to cover its short-term cash requirement. The Group also evaluates the projected and actual cash flows routinely, as well as maturity date schedule of its financial assets and liabilities.
Tabel di bawah ini menggambarkan profil jatuh tempo atas liabilitas keuangan Kelompok Usaha berdasarkan pembayaran kontraktual yang tidak didiskontokan:
The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
31 Desember 2014/December 31, 2014 Tidak memiliki tanggal jatuh tempo/ No contractual maturity
Liabilitas keuangan Utang usaha - pihak ketiga Utang dividen Utang lain-lain - pihak ketiga Beban akrual Utang bank Utang obligasi Uang jaminan penyewa
Dalam 1 tahun/ Within 1 year
Dalam waktu 2-5 tahun/ Within 2-5 years
Lebih dari 5 tahun/ More than 5 years
-
99.991.653 786.190 23.078.397 22.686.780 124.500.000 22.668.362
852.400.267 250.000.000 52.002.110
223.710.268 -
-
293.711.382
1.154.402.377
223.710.268
Financial liabilities Trade payables - third parties Dividend payable Other payables - third parties Accrued expenses Bank loans Bonds payable Tenant deposits
31 Desember 2013/December 31, 2013 Tidak memiliki tanggal jatuh tempo/ No contractual maturity
Liabilitas keuangan Utang usaha - pihak ketiga Utang dividen Utang lain-lain - pihak ketiga Beban akrual Utang bank Utang obligasi Uang jaminan penyewa
Dalam 1 tahun/ Within 1 year
Dalam waktu 2-5 tahun/ Within 2-5 years
Lebih dari 5 tahun/ More than 5 years
-
46.549.799 403.295 16.638.139 22.987.156 162.000.000 25.598.238
718.000.000 250.000.000 51.628.193
301.810.000 -
-
274.176.627
1.019.628.193
301.810.000
104
321
Financial liabilities Trade payables - third parties Dividend payable Other payables - third parties Accrued expenses Bank loans Bonds payable Tenant deposits
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
38. TUJUAN DAN KEBIJAKAN RISIKO KEUANGAN (lanjutan)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
MANAJEMEN
38. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (continued)
Risiko likuiditas (lanjutan)
Liquidity risk (continued) 31 Desember 2012/December 31, 2012 Tidak memiliki tanggal jatuh tempo/ No contractual maturity
Liabilitas keuangan Utang usaha - pihak ketiga Utang lain-lain - pihak ketiga Beban akrual Utang bank Uang jaminan penyewa
Dalam 1 tahun/ Within 1 year
Dalam waktu 2-5 tahun/ Within 2-5 years
Lebih dari 5 tahun/ More than 5 years
-
20.788.352 14.237.739 22.141.227 355.509.000 39.989.610
713.691.000 38.739.551
-
-
452.665.928
752.430.551
-
39. KUASI-REORGANISASI
Financial liabilities Trade payables - third parties Other payables - third parties Accrued expenses Bank loans Tenant deposits
39. QUASI-REORGANIZATION
Kelompok Usaha melakukan kuasi-reorganisasi sesuai dengan PSAK No. 51 (Revisi 2003) dengan laporan posisi keuangan konsolidasian tanggal 30 Juni 2011 yang disetujui oleh para pemegang saham Perusahaan melalui Rapat Umum Pemegang Saham Luar Biasa (RUPSLB) yang diselenggarakan pada tanggal 16 Desember 2011. RUPSLB ini diaktakan dengan Akta Notaris No. 62 dari Fathiah Helmi, S.H., dengan tanggal yang sama.
The Group conducted a quasi-reorganization in accordance with PSAK No. 51 (Revised 2003) using the consolidated statement of financial position dated June 30, 2011 which was approved by the shareholders of the Company through an Extraordinary General Meeting of Shareholders (RUPSLB) held on December 16, 2011. The RUPSLB was covered by Notarial Deed No. 62 of Fathiah Helmi, S.H., on the same date.
Eliminasi dari defisit sebesar Rp845.604.322 mengikuti urutan sebagai berikut: 1. Eliminasi saldo laba belum direalisasi atas perubahan nilai pasar efek tersedia untuk dijual sebesar Rp29.511.163. 2. Eliminasi saldo selisih penilaian persediaan, properti investasi, proyek dalam pelaksanaan dan aset dalam rangka bangun, kelola dan alih sebesar Rp816.093.159.
The elimination of the deficit amounting to Rp845,604,322 was in the following order: 1. Elimination against the outstanding unrealized gain on changes in market value of availablefor-sale securities amounting to Rp29,511,163. 2. Elimination against revaluation increment balance from inventories, investment property, construction in progress and building under build, operate and transfer arrangements amounting to Rp816,093,159.
Penentuan dari nilai wajar aset dan liabilitas Kelompok Usaha selain persediaan, properti investasi, proyek dalam pelaksanaan dan aset dalam rangka bangun, kelola dan alih didasarkan pada penilaian pada tanggal 30 Juni 2011 yang dilakukan oleh Penilai Independen, KJPP Suwendho, Rinaldy & Rekan, dalam laporannya No. 126/SRR/CP-B/DART/OR/XI/11 tanggal 11 November 2011. Selain itu, nilai wajar persediaan, properti investasi, proyek dalam pelaksanaan, aset dalam rangka bangun, kelola dan alih dan tanah untuk pengembangan Kelompok Usaha didasarkan pada penilaian pada tanggal 30 Juni 2011 yang dilakukan oleh Penilai Independen, KJPP Wilson dan Rekan dalam laporannya No. 101/W&R-Report/2011 tanggal 19 September 2011 dan No. 145/W&RLaporan/2011 tanggal 8 Desember 2011.
The determination of fair values of the Group’s assets and liabilities excluding inventories, investment property, construction in progress and building under build, operate and transfer arrangements, is based on the appraisal as of June 30, 2011 performed by an Independent Appraiser, KJPP Suwendho, Rinaldy & Rekan, In its reports No. 126/SRR/CP-B/DART/OR/XI/11 dated November 11, 2011. Furthermore, the Group’s fair values of inventories, investment property, construction in progress, building under build, operate and transfer arrangements and land for development are based on the appraisal as of June 30, 2011 performed by an Independent Appraiser, KJPP Wilson and Rekan in its reports No. 101/W&R-Report/2011 dated September 19, 2011 and No. 145/W&R-Laporan/2011 dated December 8, 2011.
105
322
The original consolidated financial statements included herein are in the Indonesian language.
PT DUTA ANGGADA REALTY Tbk. DAN ENTITAS ANAKNYA CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN Tanggal 31 Desember 2014, 2013, dan 2012, dan untuk Tahun yang Berakhir pada Tanggal-Tanggal Tersebut (Disajikan dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)
PT DUTA ANGGADA REALTY Tbk. AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2014, 2013, and 2012, and For the Years then Ended (Expressed in Thousands of Indonesian Rupiah, Unless Otherwise Stated)
39. KUASI-REORGANISASI (lanjutan)
39. QUASI-REORGANIZATION (continued) On January 1, 2013, the Group applied PPSAK No. 10: “The Revocation of PSAK No. 51: Accounting for Quasi-Reorganization”, therefore, the Group has reclassified the balance of increment revaluation of assets amounting to Rp627,256,608 arising from quasi-reorganization to retained earnings.
Pada tanggal 1 Januari 2013, Kelompok Usaha menerapkan PPSAK No. 10: “Pencabutan PSAK No. 51: Akuntansi Kuasi-Reorganisasi”, oleh karena itu, Kelompok Usaha telah melakukan reklasifikasi saldo selisih penilaian aset sebesar Rp627.256.608 yang timbul dari kuasireorganisasi ke saldo laba. 40. PERISTIWA SETELAH TANGGAL PERIODE PELAPORAN
40. SUBSEQUENT EVENTS REPORTING PERIOD
AFTER
THE
a.
Pada tanggal 19 Januari 2015 dan 23 Februari 2015, Perusahaan melakukan pencairan atas fasilitas Tranche A dari Bank QNB masing-masing sejumlah Rp20.049.465 dan Rp15.000.000 (Catatan 16).
a.
On January 19, 2015 and February 23, 2015, the Company has drawn from the Tranche A facility in Bank QNB amounting to Rp20,049,465 and Rp15,000,000, respectively (Note 16).
b.
Pada tanggal 16 Januari 2015, 16 Februari 2015 dan 16 Maret 2015, Perusahaan melakukan pembayaran atas sebagian fasilitas PB 4, PB 2 dan PB 3 kepada Bank BII masing-masing sebesar Rp7.500.000, Rp1.000.000 dan Rp20.000.000 (Catatan 16).
b.
On January 16, 2015, February 16, 2015 and March 16, 2015, the Company has partially settled PB 4, PB 2 and PB 3 facilities in Bank BII by Rp7,500,000, Rp1,000,000 and Rp20,000,000, respectively (Note 16).
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APPENDIX III PROPERTY VALUATION SUMMARY REPORT
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