Press Release
Lippo Karawaci Shareholders Approve Rights Issue and New Board Members
18 April 2019
  • Shareholders’ approval of the USD730m rights issue marks a key milestone in LPKR’s strategic transformation journey
     
  • New Board members appointed to steward LPKR’s vision, governance and transparency


Jakarta, 18 April 2019 - PT Lippo Karawaci Tbk (“LPKR” or the “Company”), Indonesia’s leading integrated real estate developer, today announced that its shareholders have approved the proposed rights issue and the formal appointments of the nominated Board of Commissioners at the Annual General Meeting of Shareholders (“AGMS”).

In FY2018, LPKR recorded revenues of Rp 12.5 trillion, up 18% from Rp 10.5 trillion in FY2017. The increase in revenues was partially attributed to the sale of the Company’s investment in First REIT and the revenue from the Healthcare Division, which contributed almost half of the Company’s total revenue. Meanwhile, the Development Division and Commercial Division (Retail Malls) booked revenues representing 37% and 3% of LPKR’s total revenue, respectively. On a consolidated basis, EBITDA came in at Rp 3.1 trillion, while net profit after tax reached Rp 695 billion.

Taking into account the existing pipeline of projects the Company plans to complete, the Board of Directors has decided that there will be no dividend distribution from the net income after tax for FY2018.


USD730m rights issue to improve liquidity and continue investments in key projects

The shareholders approved the proposed USD730m rights issue (“Rights Issue”), which forms the bulk of LPKR’s comprehensive funding programme announced on 12 March. The rights exercise price has been fixed by the Company at IDR 235 per share, representing a discount of 35.3% to the last closing price of the Company on 16 April 2019.

Following the shareholders’ approval at the AGMS, the Rights Issue is subject to the Rights Issue registration statement being declared effective by the Indonesian Financial Service Authority (“Otoritas Jasa Keuangan” or “OJK”). The Rights Issue is expected to be conducted in 1H 2019.

Proceeds from the Rights Issue will go towards strengthening the Company’s balance sheet and the funding of its existing key projects, including Meikarta. On 21 March 2019, LPKR completed the pre-funding of USD280m in cash through its shareholder PT Inti Anugerah Pratama (“IAP”) and a wholly-owned subsidiary of IAP. The pre-funding was made as an advance payment for IAP’s entitlements to the Rights Issue.


Board of Commissioners and Directors to steward governance and transparency

At the AGMS, LPKR’s shareholders also approved the nominations of the new members of its Board of Commissioners and Directors as part of the Company’s strategic transformation plan.

LPKR’s new Board of Commissioners comprises thefollowing prominent individuals and proven veterans in the real estate and investment sectors:

  • Independent President Commissioner and Head of Audit Committee: Mr. John Prasetio, President Commissioner of the Indonesia Stock Exchange
     
  • Commissioner: Dr. Stephen Riady, Executive Director and Chairman of Lippo Limited
     
  • Commissioner: Mr. George Raymond Zage III, Founder and CEO of Tiga Investments 
  • Commissioner: Mr. Kin Chan, CEO of Argyle Street Management and Non-Executive Director of Hong Kong-listed CITIC Resources Holdings
     
  • Independent Commissioner and Head of Nomination and Remuneration Committee: Mr. Anangga W. Roosdiono, Founder and senior partner of Roosdiono & Partners

Mr. John Prasetio, the newly appointed Independent President Commissioner, said: “The new Commissioners and I are pleased to commence our new roles, and fulfill our fiduciary duties to enhance and safeguard the long-term interests of LPKR shareholders. In addition to overseeing the Company’s strategy, we will ensure that LPKR continues to adopt good corporate governance practices, in the tenets of accountability, transparency and sustainability.”

The new Board of Directors is composed of: President Director Ketut Budi Wijaya and Directors John Riady, Surya Tatang, Marshal Martinus and Alwi Sjaaf. Mr. John Riady and Surya Tatang are newly appointed members of the Board of Directors.


Progress on the strategic transformation plan

In his address at the AGMS, Mr. John Riady, CEO of LPKR, provided shareholders with the following updates: 

  • LPKR’s asset divestments continue to proceed according to plan

    • LPKR has made significant progress in the proposed sale of its interest in two healthcare joint ventures in Myanmar – Yoma Siloam Hospital Pun Hlaing Limited and Pun Hlaing International Hospital Limited – to OUELH Healthcare Assets (MM) Pte. Ltd. dan OUELH Healthcare Services (MM) Pte. Ltd. The sale is expected to generate USD20m of net proceeds when the transaction is completed in 1H 2019.
    • LPKR entered into a conditional sale and purchase agreement with Lippo Malls Indonesia Retail Trust on 11 March 2019, pursuant to which LPKR agreed to sell the retail components of Lippo Mall Puri for an aggregate consideration of USD260m. The acquisition is targeted to complete in 2H 2019, subject to regulatory, shareholders and other approvals.
       
  • On 25 March 2019, LPKR redeemed USD8.67m in aggregate principal amount of its outstanding USD410m 7.00% senior notes due 2022 and USD425m 6.75% senior notes due 2026 through a tender offer. The Company had initially earmarked USD150m for the bond tender offer. The remaining amount will be allocated to pay down bank borrowings, accelerate the completion of existing projects, working capital, finance the launch of a new project in early 2020 and for an additional liquidity buffer.
     
  • Following the completion of the Rights Issue, LPKR is expected to receive positive credit re-ratings by Fitch Ratings and S&P Global Ratings, thereby enhancing the Company’s financing capabilities.

 Mr. John Riady, CEO of LPKR, said, “I would like to take this opportunity to thank our shareholders for their confidence and trust in the new leadership team. We have made incremental progress in our strategic transformation so far, building momentum towards our goal to become a well-governed Indonesian company with strong capabilities in execution and delivery. The results of this AGM will catalyse our comprehensive funding programme and bring us closer to that goal.”


About PT Lippo Karawaci Tbk (www.lippokarawaci.co.id)

Listed on the Indonesia Stock Exchange, Lippo Karawaci (“LPKR”)is Indonesia’s leading integrated real estate company with total assets of USD3.4bn as at 31 December 2018.  Our core business comprises urban residential developments, lifestyle malls and healthcare. We are also actively involved in integrated developments, hospitality, township development and management, as well as asset management services.

Present in 35 cities, we are Indonesia’s leading property developer with 1,297 ha of landbank ready for development. Through our two publicly listed subsidiaries, PT Lippo Cikarang Tbk, and PT Gowa Makassar Tourism Development Tbk, of which LPKR owns 54.4% and 62.7% respectively, LPKR develops and operates urban developments at Lippo Cikarang in Bekasi and at Tanjung Bunga in Makassar.

LPKR owns 51.05% of PT Siloam International Hospitals Tbk, Indonesia’s leading private hospitals network, with 35 state-of-the-art-hospitals across 27 cities nationwide – 12 hospitals in Greater Jakarta, 23 across Java, Sumatra, Kalimantan, Sulawesi, Bali and Nusa Tenggara, supported by over 2,900 specialists and general practitioners and over 10,000 nurses and support staff.

LPKR also has two listed REITs in Singapore, namely First Real Estate Investment Trust and Lippo Malls Indonesia Retail Trust with USD1.0bn and USD1.4bn of assets under management respectively, as at 31 December 2018.


For more information please contact:

PT LIPPO KARAWACI TBK

Investor Relations:
Bret Ginesky Head of Investor Relations
[email protected]
Mobile : +62818181815

Corporate Communications:
Danang Kemayan Jati
Vice President, Head of Corporate Communications 
[email protected]
Mobile: +628557801299


COGNITO COMMUNICATIONS

Agus Hermawan
Associate Director
[email protected]
Tel: +6221 739 9928
Mobile: +62 811 850 102


Disclaimer

This press release is not for distribution in the United States. This press release and the information contained herein is not an offer to sell securities in the United States.  Securities may not be offered or sold in the United States or to, or for the account or benefit of U.S. person (as such term in defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) absent registration pursuant to the Securities Act, or an exemption from registration.  Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the issuer and management, as well as financial statements. No money, securities or other consideration is being solicited by this press release or the information contained herein and, if sent in response to this press release or the information contained herein, will not be accepted.

 This press release contains forward-looking statements. These statements typically contain words such as "will", "expects" and "anticipates" and words of similar import.  By their nature, forward looking statements involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described in this release. Factors that could cause actual results to differ include, but are not limited to, economic, social and political conditions in Indonesia; the state of the property industry in Indonesia; prevailing market conditions; increases in regulatory burdens in Indonesia, including environmental regulations and compliance costs; fluctuations in foreign currency exchange rates; interest rate trends, cost of capital and capital availability; the anticipated demand and selling prices for LPKR’s developments and related capital expenditures and investments; the cost of construction; availability of real estate property; competition from other companies and venues; shifts in customer demands; changes in operation expenses, including employee wages, benefits and training, governmental and public policy changes; LPKR’s ability to be and remain competitive; LPKR’s financial condition, business strategy as well as the plans and objectives of LPKR’s management for future operations; generation of future receivables; and environmental compliance and remediation. Should one or more of these uncertainties or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected. Specifically, but without limitation, capital costs could increase, projects could be delayed and anticipated improvements in production, capacity or performance might not be fully realized. Although LPKR believes that the expectations of its management as reflected by such forward-looking statements are reasonable based on information currently available to LPKR, no assurances can be given that such expectations will prove to have been correct. You should not unduly rely on such statements. In any event, these statements speak only as of the date hereof, and LPKR undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise. 

 This press release does not constitute as a public offering in Indonesia under Law Number 8 of 1995 regarding Capital Markets and its implementing regulations (the “Indonesian Capital Markets Law”). This press release and the securities described herein will not be and may not be offered within the territory of the Republic of Indonesia or to Indonesian nationals, in a manner which constitutes a public offering under the Indonesian Capital Markets Law.