Experience Highlight

• Assisted PT Bank China Construction Bank Indonesia Tbk (“CCBI”), a subsidiary of one of the largest banks in the world by market capitalization, China Construction Bank Corporation, to increase its capital through a rights issue to its shareholders, from which CCBI intends to receive IDR 3.2 trillion (USD 219 million). Funds from the rights issue will be used to strengthen the company’ capital structure as CCBI plans to upgrade its status to a BOOK III Bank (banks with a core capital of more than IDR 5 trillion (USD 354.61 million).  
• Acted for Citigroup Global Markets Inc.; Deutsche Bank AG, Singapore Branch; The Hongkong and Shanghai Banking Corporation Limited; Mandiri Securities Pte. Ltd.; and MUFG Securities Asia Limited Singapore Branch (together, the “Joint Lead Managers”), as its Indonesian counsel in PT Hutama Karya (Persero)’s USD 600 million 3.75% Notes due 2030, which is a part of its USD 1.5 billion Medium Term Notes Programme. PT Hutama Karya (Persero) is Indonesia’s state-owned leading infrastructure developer and the transaction was the first ever sovereign guaranteed global notes issued by an Indonesian state-owned enterprise and was oversubscribed by 6 times, evidencing the government’s support in the development of infrastructure in Indonesia. 
• Acted for the Dealers as its Indonesian counsel in the second issuance of the Euro Medium Term Notes programme by PT Bank Mandiri (Persero) Tbk., Indonesia’s largest state-owned bank. This second drawdown issuance of their EMTN programme is one of the efforts of Bank Mandiri to strengthen its liquidity. In the midst of a pandemic, the notes were priced at USD500,000,000 with a coupon of 4.75% per annum which will mature in 2025. This is part of their USD2,000,000,000 EMTN Programme which was established at the first quarter in 2019. The Dealers are PT Bank Mandiri (Persero) Tbk, CIMB Bank Berhad, Labuan Offshore Branch, DBS Bank Ltd., Mandiri Securities Pte. Ltd., MUFG Securities Asia Limited, Standard Chartered Bank. 
• Advised PT Bank Artos Indonesia Tbk in relation to its rights issue in reliance on OJK Regulation No. 32/POJK.04/2015 on Pre-Emptive Rights. Bank Artos issued 9.65 billion new shares, totaling IDR 1.34 trillion. 
• Acted as counsel to PT Bank Mandiri (Persero) Tbk in conducting an asset securitization through a Collective Investment Contract of Asset Backed Securities (Kontrak Investasi Kolektif Efek Beragun Aset or “KIK EBA”) from a loan of PT PLN (Persero) (“PLN”) valued at IDR 475 billion. In securitizing assets of PLN, Bank Mandiri collaborated with BNI Asset Management. Through this transaction, Bank Mandiri intends to reduce its legal lending limit to PLN, an Indonesian electricity state owned enterprise, by transferring the loan portfolio to KIK EBA. This is the first asset securitization in Indonesia with corporate loan as underlying assets. 
• Acted as the counsel to PT Barito Pacific Tbk (“Barito”) as the issuer. Barito listed its Shelf Registered Bond I, Tranche II 2020 on 2 April 2020, structuring the issuance in two series: Series A – issued at IDR 227.48 billion 8.6% due in 2023; and Series B – issued at IDR 136 billion 9.1% due in 2025. 
• Acted as the Indonesian legal counsel for PT Sri Rejeki Isman Tbk, one of the largest vertically integrated textile manufacturers in Southeast Asia, in its issuance of USD 225 million global bonds. We assisted them throughout the entire offering process. This included reviewing all transaction documents and offering memorandum, conducting due diligence from an Indonesian law perspective, coordinating with underwriters and their counsel, issuing legal opinions, and managing the closing. The bonds were rated Ba3 and BB- by Moody’s and Fitch, respectively. Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited and The Hongkong and Shanghai Banking Corporation Limited were the initial purchasers for the bonds. 
• Assisted PT Indonesia Infrastructure Finance (IIF) in the listing of its Shelf-Registration Bonds Phase I with sum total of IDR 1.5 Trillion to be issued in three series, namely Series A with a principal amount of IDR 965 billion at 6,75% coupon rate (370 days tenor); Series B with a principal amount of IDR 372,billion at 7,75% coupon rate (3 years tenor) and Series C with a total principal amount of IDR 163 billion at 7,9% coupon rate (5 years tenor). This issuance is the second bond issued by IIF after the first one in 2016. IIF will use the acquired funds to expand infrastructure projects financing activities. 
• Acted as the counsel of the Issuer, PT Barito Pacific Tbk (“Barito”), in relation to the Shelf Registration Bond I Tranche I of 2019 with the principal amount of IDR 750 billion, which consisted of two series: Series A with interest of 9.30% per annum and 3 years of tenor; and Series B with interest of 9.50% per annum and 5 years of tenor. The transaction was Barito’s first debt offering in the market. Being the first debt offering and considering that Barito is a holding company, both underwriters and Barito have to worked together to prepare covenants suitable for the similar holding companies and benefiting debt investors. 
• Acted as Indonesian counsel to PT Chandra Asri Petrochemical Tbk (“CAP”) in the merger transaction with PT Styrindo Mono Indonesia (“SMI”), CAP’s subsidiary. The Merger will become effective on 1 January 2021 or at such later date as agreed by CAP and SMI. 
• Represented PT Semen Indonesia (Persero) Tbk., a building material producer company, in relation to series II of its domestic bonds of 2019 of IDR 4.9 trillion (USD 346.5 million) as part of its IDR 8 trillion sustainable public offering of bonds. The bonds were issued in two series: (i) Series A of a five-year bond issue worth IDR 3.36 billion with an annual coupon of 9%, and (ii) Series B of a seven-year bond issue worth IDR 714 billion with an annual coupon of 9.1%.  
• Represented PT XL Axiata Tbk., in the issuance of (i) Phase I of XL Axiata Sustainable Bonds of 2018 amounting to IDR 1 trillion, and (ii) Phase I of XL Axiata Sustainable Sukuk Ijarah II of 2018 amounting to IDR 1 trillion. The bonds and Sukuk were offered in five series with various tenor ranging from 370 days up to 10 years.  
• Represented PT Surya Esa Perkasa Tbk., in its limited public offering based on the Indonesian Financial Services Authority (Otoritas Jasa Keuangan) regulation on pre-emptive rights, by offering 3,300,000,000 new shares with a nominal value of IDR 10 per share. The pre-emptive rights amounted to 30% of the company’s paid-up capital or IDR 495 billion (approximately USD 35.1 million). 
• Acted as the legal counsel of PT Bank Tabungan Pensiunan Nasional Syariah TBk., in its initial public offering of 770.37 million new shares, which raised more than IDR 75 billion (approximately USD 55 million. This initial public offering was oversubscribed by 1.7 times as the demand reached up to 1.31 billion shares. In addition, the transaction became the benchmark for other Syariah banks in Indonesia as it managed to attract significant market attention during its listing and the share price increased by more than 20% of the offer price.  
• Represented PT Sarimelati Kencana Tbk., who is the holder of the franchise brand of Pizza Hut in Indonesia, in its initial public offering of 604,375,000 ordinary shares or 20% of its issued and paid-up capital. This initial public offering raised IDR 665 billion (approximately USD 47 million). In addition, the transaction was notable because the last fast food restaurant that conducted an initial public offering of this size in Indonesia was KFC in 1993.  
• Acted as the Indonesian legal counsel for PT Asuransi Tugu Pratama Indonesia Tbk., a general insurance company based in Indonesia whose shares are owned by an SOE energy company, Pertamina, in its initial public offering. The issued shares were sold (i) in Indonesia under the initial public offering transaction, and (ii) offshore pursuant to Regulation S of the US Securities Act.  
• Represented PT Chandra Asri Petrochemical Tbk., in the issuance of its Sustainable Bonds Phase II of 2018, with a tenor of 10% due in 2012. The bonds raised IDR 500 billion (approximately USD 36 million).  
• Acted as the legal counsel of PT Jaya Bersama Indo Tbk., which is the owner of the “Duck King” brand in its initial public offering. The company issued 513,330,000 shares with a nominal value of IDR 550 per share, representing 40% of its issued and paid-up capital after the initial public offering. The transaction raised IDR 259 billion.  
• Acted as the Indonesian legal counsel of PT Alam Sutera Realty Tbk., a property developer in Indonesia, in relation to the issuance of global notes amounting to USD 175 million. The notes were listed in the Singapore Exchange. The interest for the notes was 11.5%, which will be due on 2021. Citigroup Global Markets Singapore Pte Ltd, UBS AG, and Nomura Singapore Limited acted as the lead managers and bookrunners. Bank of New York Mellon acted as the trustee.  
• Represented PT Chandra Asri Petrochemical Tbk., in the limited public offering by way of issuing pre-emptive rights to its existing shareholders. The transaction raised approximately IDR 5 trillion.  
• Assisted PT Pelindo III, a state-owned port management company, in the issuance of its 4.875% USD 500 million global bonds to fund several development projects, including the construction of an overpass to the Teluk Lamong terminal in Surabaya, deepening of the Benoa port pond in Denpasar, Bali, and the construction of the Gili Mas quay at the Lembar port in Lombok, West Nusa Tenggara.  
• Represented Gallant Venture Limited in the acquisition and tender offer of PT Indomobil Sukses International Tbk. 
• Represented PT Barito Pacific Tbk., in the acquisition and tender offer of PT Tri Polyta Indonesia Tbk. 
• Acted as the Indonesian legal adviser to PT Nusantara Pelabuhan Handal Tbk., in its initial public offering. The shares were listed in the Indonesia Stock Exchange. The transaction raised approximately IDR 308.6 billion. 
• Represented PT Japfa Comfeed Indonesia Tbk. (JCI) and Japfa Ltd in relation to (i) the issuance of 750,000,000 new additional shares in JCI without pre-emptive rights (representing approximately 6.57%) at a floor price of IDR 935.6 per share, which were fully subscribed by KKR Jade Investments Pte. Ltd. (KKR Jade), a controlled affiliate of a fund managed and advised by Kohlberg Kravis Roberts & Co. L.P., and (ii) the sale of 441,664,650 Japfa Ltd’s shares in JCI (representing approximately 3.87%) at the price of IDR 850 per share to KKR Jade. 
• Represented PT Bank Tabungan Pensiunan Nasional Tbk., in relation to the issuance of the first tranche of its IDR 1 trillion shelf offering. 
• Advised PT Cikarang Listrindo Tbk. (Cikarang Listrindo) on its issuance of 4.95% USD 550 million Senior Notes due 2026, through its wholly-owned subsidiary domiciled in the Netherlands, Listrindo Capital B.V., in reliance on Regulation S/Rule 144A under the U.S. Securities Act. The notes were listed on the Singapore Exchange. Our scope of work included assisting the client in determining the appropriate structure for the offering, preparing and reviewing the Offering Memorandum from an Indonesian law perspective and advising the client on all matters related to Indonesian law and the relevant Indonesian capital market rules. 
• Acted as the local counsel to PT Cikarang Listrindo Tbk. on its approximately IDR 2.5 trillion IPO in Indonesia in reliance on the Indonesian capital market rules and outside of Indonesia in reliance on Regulation S/Rule 144A under the US Securities Act. This transaction also involved a private placement that raised approximately IDR 1.2 trillion. 
• Acted as Indonesian counsel to PT Sri Rejeki Isman Tbk. (Sritex) and its subsidiary, PT Sinar Pantja Djaja (Sinar Pantja), in connection with the issuance of 8.25% USD 350 million Senior Notes due 2021 by way of a private placement in reliance on Regulation S/Rule 144 A of the US Securities Act by Golden Legacy Pte. Ltd., a company incorporated under Singapore law, which were unconditionally and irrevocably guaranteed by Sritex and Sinar Pantja. 
• Represented PT Sri Rejeki Isman Tbk. on its IDR 1.3 trillion initial public offering in Indonesia pursuant to Bapepam-LK rules and outside of Indonesia in reliance on Regulation S/Rule 144A of the US Securities Act.  
• Acted as counsel to PT Indonesia Infrastructure Finance in relation to its IDR 1.5 trillion Indonesia Infrastructure Finance Bond I 2016. 
• Represented PT Saratoga Investama Sedaya Tbk., on the issuance of its exchangeable bonds. 
• Represented PT Garuda Indonesia (Persero) Tbk., on its rights issue. 
• Represented PT Garuda Indonesia (Persero) Tbk., on its initial public offering. 
• Represented PT Mitra Investindo Tbk., on its rights issue. 
• Represented PT Chandra Asri Petrochemical Tbk., on its rights issue. 
• Advised PT Saratoga Investama Sedaya Tbk., on its notes issuance in the principal amount of IDR 725 billion. The notes were offered through a private placement in Indonesia.  
• Represented PT Saratoga Investama Sedaya Tbk., on its initial public offering. 
• Advised and represented PT Bank Tabungan Negara (Persero) Tbk. (BTN), on its Limited Public Offering I to the bank’s shareholders (rights issue). BTN raised approximately USD 192 million from this offering. 
• Represented PT Bank Tabungan Negara (Persero) Tbk., on its initial public offering. 
• Represented PT Surya Esa Perkasa Tbk., on its initial public offering. 
• Represented PT Atlas Resources Tbk., on its initial public offering.