Q1. What is the Exchange Right?
Q2. How do I participate in the Voluntary Exchange Right?
Q3. How do I participate in the Mandatory Exchange Right?
Q4. What information should be included in the blocking instruction to the Clearing Systems?
Q5. When does the Voluntary Exchange Right expire?
Q6. What will happen after 31 December 2022?
Q7. What will happen if I have not exercised the Exchange Right during the Exchange Period or Mandatory Exchange Notice Period or take no action?
Q8. What is the exchange ratio of the Bond?
Q9. What will happen to the MEB Shares of Bondholders who fail to comply with the terms of the Exchange Right?
Q10. Will I get a portion of the Residual MEB Shares if I participate in the Voluntary Exchange Right?
Q11. Where can I find the form for the Exchange Notice?
Q12. Where can I find the Security Account Notice?
Q13. Who submits the Exchange Notice and the Security Account Notice?
Q14. What should I fill in for the field of “Total Number of Bonds to be Exchanged”?
Q15. Is there a form for uploading the copy of completed instruction required by the Exchange Notice or Security Account Notice?
Q16. Can I revoke my Exchange Notice or my Security Account Notice?
Q17. Can I revoke my instructions to the clearing system to block my Bonds in connection with the Exchange Right?
Q18. What is the Unique Reference Code?
Q19. Why do we need URC?
Q20. Where do we use URC?
Q21. How do we create a URC?
Q22. What is the Indonesian Securities Account?
Q23. What is the KSEI number?
Q24. What is the expected date to receive the MEB Shares?
Q25. Can I keep my MEB Shares in Madison's sub-account?
Q26. How will my MEB Shares be transferred to my Indonesian Securities Account?
Q27. Who is required to submit KYC Documentation?
Q28. Why do I have to submit KYC Documentation?
Q29. Who collects the KYC Documentation?
Q30. What is the submission deadline for KYC Documentation?
Q31. What do I need to submit for KYC Documentation?
The Exchange Right refers to the process by which the Bonds are, in the aggregate, exchangeable for series B ordinary shares of PT Central Proteina Prima, Tbk. that are owned by the Issuer and represent no less than 23.0% of the Shares of the Company as of 26 July 2018. If the Exchange Right occurs prior to 31 December 2022, being the Maturity Date, it is referred to herein as a “Voluntary Exchange Right”. If the Exchange Right occurs on or after 31 December 2022, it is referred to herein as a “Mandatory Exchange Right”. Both the procedures for Voluntary Exchange Right and Mandatory Exchange Right are set out below.
Bondholder instructs their Custodian to submit instructions to the Clearing Systems for the Bonds to be exchanged.
Custodian submits a blocking instruction to the Clearing Systems, and visits here to electronically submit an Exchange Notice to Lynchpin (as the Exchange Agent). If Bondholder is exercising the Voluntary Exchange Right attaching to a Definitive Certificate, Bondholder/Custodian to deposit the relevant Definitive Certificate during normal business hours at Room 402, 4th Floor, Wellington Plaza, 56-58 Wellington Street, Central, Hong Kong.
Bondholder and/or Custodian supplies all required KYC Documentation to Madison Pacific Trust Limited (“Madison”) at agent@madisonpac.com (Attn: Director of Azion Bao Pte. Ltd.). Please kindly copy hyuen@madisonpac.com; mshek@madisonpac.com; nfoo@madisonpac.com; jlye@madisonpac.com
Between 31 December 2022 and 16 January 2023 (being the Mandatory Exchange Notice Period), Bondholder instructs their Custodian to submit instructions to the Clearing Systems for the Bonds to be exchanged.
Custodian submits a blocking instruction to the Clearing Systems, and visits here to electronically submit a Security Account Notice to Lynchpin. If Bondholder holds any Definitive Certificates, Bondholder/Custodian to deposit the relevant Definitive Certificate during normal business hours at Room 402, 4th Floor, Wellington Plaza, 56-58 Wellington Street, Central, Hong Kong.
Bondholder and/or Custodian supplies all required KYC Documentation to Madison at agent@madisonpac.com
(Attn: Director of Azion Bao Pte. Ltd.). Please kindly copy hyuen@madisonpac.com; mshek@madisonpac.com; nfoo@madisonpac.com; jlye@madisonpac.com
The SWIFT instruction sent to the Clearing Systems should include the beneficial owner details (including name, address, country, phone number, and email), principal amount of the Bonds to be exchanged, KSEI account name, KSEI account number, and Unique Reference Code (“URC”) from the Exchange Notice or Security Account Notice (as the case may be).
The Voluntary Exchange Right expires on 30 December 2022. There will be a Mandatory Exchange Right of all remaining Bonds on 31 December 2022.
Custodians are required to submit a duly completed Security Account Notice on behalf of their Bondholders containing the details of a valid Indonesian Securities Account within ten Trading Days following 31 December 2022, which is on or before 16 January 2023. Any Bondholder who fails to submit a Security Account Notice will not have any further claims against the Issuer in respect of Exchange Rights under the Bonds and/or any entitlement to their respective portion of the MEB Shares.
Bondholders who takes no action or does not submit: (i) an Exchange Notice containing the details of a valid Indonesian Securities Account on or before 30 December 2022; and/or (ii) a Security Account Notice within ten Trading Days following 31 December 2022; will not have any further claims against the Issuer in respect of Exchange Rights under the Bonds and/or any entitlement to their respective portion of the MEB Shares.
Each Bond will be exchangeable for 147,500 MEB Shares.
Any Residual MEB Shares will be distributed pro rata to Eligible Bondholders who satisfy the requirements to participate in the exercise of the Mandatory Exchange Right provided that, amongst other conditions, each such Eligible Bondholder shall, prior to the expiry of the Final Distribution Period, instruct Custodian to give instructions for the relevant portion of Residual MEB Shares to be credited to that Eligible Bondholder's Indonesian Securities Account.
You may be eligible for Residual MEB Shares if you are an Eligible Bondholder. Residual MEB Shares will be distributed to Eligible Bondholders within 30 Trading Days after the expiry of the Mandatory Exchange Notice Period provided that each Eligible Bondholder has, among other things, instructed its Custodian to give matching instructions for the relevant portion of Residual MEB Shares.
Exchange Notice can be found here. The Exchange Notice is used to participate in the Voluntary Exchange Right prior to 31 December 2022.
The Security Account Notice can be found here. The Security Account Notice is used to exercise the Mandatory Exchange Right during the Mandatory Exchange Notice Period.
The Exchange Notice and the Security Account Notice is to be completed and submitted by the Custodian to Lynchpin on behalf of the Bondholder.
One bond = USD2,000 principal amount. Therefore, if the Bondholder’s holding amount is USD200,000, the total number of bonds to be exchanged is equal to USD200,000 divided by USD2,000, which is 100 bonds.
There is no standard format for the instruction. The instruction needs to include the beneficial owner details, principal amount of the bonds to be exchanged, KSEI account name and KSEI account number. This can be in the form of a written letter on the Custodian firm’s letterhead duly signed by an authorised employee/officer of which contains the aforementioned information and a system screenshot of the instruction sent to the Clearing System.
No, the Exchange Notice and Security Account Notice are both irrevocable.
No, you cannot revoke your instructions to the Clearing Systems to block.
A Unique Reference Code (“URC”) is a code to distinguish different positions under the same account holder. The URC should be included in both the Exchange Notice or Security Account Notice (as the case may be) and the SWIFT instructions sent to the Clearing Systems.
URC is required to allow a Custodian who instructs partial holdings to the Clearing System on behalf of different Bondholders, to distinguish between the different positions it may have submitted on their behalf.
Custodians are required to include the URC in both SWIFT instruction and Exchange Notice or Security Account Notice (as the case may be) to assist the Registrar and Exchange Agent in conducting data reconciliation.
The format of the URC is: Initials of Clearing System + Clearing System account number + sequential letter of the alphabet corresponding to position number. Initials of Clearing Systems: Clearstream is “CS”, Euroclear is “EC”, and DTC is “DTC”.
By way of example: (i) “CS12345a” would be the first position submitted by Clearstream account number 12345; and (ii) "EC56789c" would be the third position submitted by Euroclear account number 56789.
Indonesian Securities Account means a securities account with a bank that is enrolled in C-BEST that is a sub-account of an account with the Indonesian Central Securities Depository (PT Kustodian Sentral Efek Indonesia, "KSEI").
The KSEI number is a number comprised of fourteen characters and digits used by KSEI to identify member banks and custodians.
After Madison has processed the Exchange Notice or Security Account Notice and the required KYC Documentation, Madison will reach out to the relevant Bondholder or its broker to arrange for matching instructions to be placed on the market for the transfer of the MEB Shares.
The amount of time required will vary depending on the level of review required for the KYC Documentation and the responsiveness of the Bondholder to Madison's comments or requests for further clarification and documents, among other things.
No. The Conditions of the Bonds require Madison to distribute the MEB Shares to the Bondholders' Indonesian Security Accounts.
Once Madison's KYC process on the relevant Bondholder is complete, Madison will reach out to the said Bondholder or its broker to arrange for matching instructions to be placed on the market for the transfer of the MEB Shares to its Indonesian Securities Account.
While Madison had previously needed to open new sub-accounts with its custodian in order to distribute the MEB Shares to the Bondholders, this process is no longer required and the MEB Shares will be transferred directly to a Bondholder's Indonesian Securities Account.
Please also note that while the Issuer will bear any transfer or other taxes incurred in connection with the initial transfer of the MEB Shares to a Bondholder in accordance with the Trust Deed, any stamp duty and other expenses incurred in connection with a subsequent transfer of the MEB Shares to another Indonesian Securities Account will be borne by the Bondholder, and not the Issuer, in accordance with the Trust Deed.
All Bondholders seeking to exercise their Exchange Rights prior to the Maturity Date are required to submit their KYC Documentation under Condition 5.2.1(a)(iv) of the Bonds.
Similarly, all Bondholders seeking to convert their Bonds via the submission of a Security Account Notice are required to submit their KYC Documentation under Condition 5.2.2(a)(iv) of the Bonds.
The MEB Shares are currently held by Madison, on behalf of the Issuer. As a regulated trust company, Madison is required to carry out KYC checks on a Bondholder before it is able to distribute any MEB Shares to such Bondholder.
Madison collects the Bondholder's KYC Documentation for its own internal KYC processes.
As per Condition 5.2.1(a)(iv) of the Bonds, any Bondholder seeking to exercise its Exchange Rights prior to the Maturity Date must submit all KYC Documentation in good order prior to the exercise of its Exchange Rights.
As per Condition 5.2.2(a)(iv) read with Condition 5.1.4(a), a Bondholder that has submitted a Security Account Notice must submit all of its KYC Documentation in good order prior to the expiry of the Final Distribution Period in order to receive any Residual MEB Shares.
Bondholders are advised to submit their KYC Documentation well ahead of these deadlines so as to ensure that Madison's compliance team has sufficient time to review and advise on the same. This will ensure that the documents are in good order before the said deadlines.
As mentioned above, the amount of time required for Madison to complete its KYC checks will vary depending on the level of review required for the KYC Documentation and the responsiveness of the Bondholder to Madison's comments or requests for further clarification and documents, among other things.
Please visit here to access the KYC Appendices and the KYC documents checklist, and email the required documents to agent@madisonpac.com.
Please kindly copy hyuen@madisonpac.com; mshek@madisonpac.com; nfoo@madisonpac.com; jlye@madisonpac.com