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Investment Info Memo Sample
CONFIDENTIAL INFORMATION MEMORANDUM
Confidential Information Memorandum is prepared by PT Green Food & Beverage for submission to
PT Charoen Pokphand Tbk in connection with the plan of a 100% ownership takeover of PT Green
Food & Beverage by PT Charoen Pokphand Tbk.
Information contained in Confidential Information Memorandum is confidential by referring to
conditions stated in Non Disclosure Agreement / Perjanjian Kerahasiaan Bersama, which has been
previously signed between PT Green Food & Beverage and PT Charoen Pokphand Tbk.
Confidential Information Memorandum comprises of descriptive materials, financial statements,
financial projections, and other data that are presented to provide insights before further processes
and related decision making are carried out. It also presents data linked to estimations whose
accuracy level is in line with carrying developments of business assumptions in general, industry
performance in beverage sector, and economy as well as regulations in Indonesia.
Despite information in Confidential Information Memorandum are presented with current conditions,
PT Green Food & Beverage does not make any expressed warranty as to the accuracy, completeness,
or omissions from errors. This Confidential Information Memorandum is being delivered with the
understanding that PT Charoen Pokphand Tbk will conduct own independent evaluation of those
matters which it deems appropriate without sole reliance upon materials set out in this Confidential
Information memorandum.
1 | Confidential Information Memorandum, June 2014
TABLE OF CONTENTS
Company Overview
Product Portfolio
Product Portfolio
Market Profile
Production Capacity
Assets and Facilities
Company Structure
Company Structure
New Business Developments
Strategic Planning
Shareholder Profile
Financial Statements (Audited 2011 2013)
Financial Statements (Audited 2011 –
Financial Projections (2014 – 2018)
2 | Confidential Information Memorandum, June 2014
COMPANY OVERVIEW
MOVING FORWARD
2002 ‐ Present
Present
2010 –
2002 Forward
2013
3 | Confidential Information Memorandum, June 2014
COMPANY OVERVIEW
LOCATION
Integrated Working Location of An Office and Two Factories
The Company is strategically located in the hilly region of
Pandaan (East Java, Indonesia), where natural water
springs provide ideal source of water. The location is
surrounded by three mountains;
M
Mount t Penanggungan,
P M
Mount t Welirang
W li andd Mount
M t
Arjuna.
It integrates an office along with two factories, with total
area approximately 20,000 square meters.
4 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
GENERAL KNOWLEDGE
Mineral Water contains 70% ‐ 80% natural mineral such as salts and sulfur compounds. Healthy and
Drinking active people require different type of minerals. What people drink determine sufficient supply of this
Mineral needs. The number of each type of mineral in water packaging may vary depending on the quality of its
water resource.
Water
GREEN FOOD produces this type of product.
Reverse Osmosis is water purification technology that uses a semi permeable membrane. The mineral
content of such product is about 5%, which is suitable for people over the age of 45 with some organ
Reverse dysfunction especially kidneys and liver problem
dysfunction, especially kidneys and liver problem.
Osmosis
Distilled water contains 0% of mineral. This type of water normally consumed by people who have clinical
Distilled health problems. The lack of naturally occurring minerals in distilled water is associated with possible
cardiovascular effects in the long run.
Water
5 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
PRODUCT MATRIX
THREE PRODUCT CATEGORIES UNDER FOUR MAIN BRANDS
GREENFOOD
FRUITAMAX
Gallon SERRR
Cup Cup
Bottle
Cup
MY CHOICE
C
Cup Sachet
Bottle
Squeezed Cup
Cup (under development)
Sachet Bottled Tea
SERRR
Cup
Mobile Water Project
(under development)
6 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
THREE UNIQUE BRANDS FOR MINERAL WATER
IN TARGETING THREE DIFFERENT SEGMENTED MARKETS
7 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
BRAND: GREENFOOD
PRODUCT: DRINKING WATER
8 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
BRAND: MY CHOICE
PRODUCT: DRINKING WATER
9 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
BRAND: SERRR
PRODUCT: DRINKING WATER
10 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
BRAND: FRUITAMAX
PRODUCT: ALL VARIANTS – FLAVOURED DRINK
11 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
BRAND: FRUITAMAX
PRODUCT: JELLY DRINK
12 | Confidential Information Memorandum, June 2014
PRODUCT PORTFOLIO
BRAND: SERRR
PRODUCT: BOTTLED TEA, SACHET AND CUPS
13 | Confidential Information Memorandum, June 2014
MARKET PROFILE
DISTRIBUTION COVERAGE
Central Java, East Java and Bali: 50% of total revenue
,
All Kalimantan Region: 30% of total revenue
NTT, NTB, Papua, Makassar and other region: 20% of total revenue
14 | Confidential Information Memorandum, June 2014
MARKET PROFILE
SWOT ANALYSIS
Lower end market is still
very big. With competitive Fluctuation of USD
Attractive design
design Limited capital
Limited capital price through integration
price through integration exchange rate affect raw
exchange rate affect raw
the company can grab this material (bottle and cup)
market
Additional sales from
High quality artesian well.
supporting machines such
supporting machines such Government uncertainty in
uncertainty in
Greenfood has two well
as cup, bottle and policy
licenses
corrugated paper
15 | Confidential Information Memorandum, June 2014
MARKET PROFILE
MARKET COMPETITION
The brand is widely accepted in East Java. Big cities in Kalimantan, Sulawesi, NTB and NTT
would be ready to accept this brand.
Greenfood The sales growth is this market is 5% above competing new brand in the new area. Therefore
The sales growth is this market is 5% above competing new brand in the new area Therefore
with right strategy, the brand would be able to compete in those market.
This brand still have a large potential in East Java as second tier market such as Madura,
g p ,
Jember, Kediri and Tulungagung. Beside its price range that is widely accepted by the market,
MyChoice the positioning of this product also competitive since the market is close to production site. Its
drinking water (cup size) and tea cup are best selling in several regencies.
Low end segment with this brand is still very promising. Its drinking water (cup) ad tea cup
are growing fast for the past two years. Smaller cities within the production site as well as
Serrr Kalimantan and Easat Java is promising strong growth in the near future. Serrr tea cup is
even a market leader in several small cities which can be as a solid base for expansion.
With many areas in Indonesia still have no access to clean and potable water, mobile water
Mobile project would provide a good opportunity. Low investment for the distributor and low
Water and Jelly
y maintenance would make it competitive. Jelly drink is common to find in Indonesia, the
company will make this likeable product in squeeze tube, where you can keep it for couple
ll k h l k bl d b h k f l
Drink of servings.
16 | Confidential Information Memorandum, June 2014
COMPANY STRUCTURE
SYNERGY AMONG COMPANIES
Existing and Future Companies
THERMO
THERMO Corrugated
CUP
Paper
Company Company
PT CIPTA
SARI
KREATIF
(Di t ib ti )
(Distribution)
Mobile
PT GREEN FOOD Water
& BEVERAGE j
Project
CV. IJOO
TRANSPORT
(Trucking)
THERMO
CUP AND
BOTTLE
BOTTLE LID
Company
Company
Existing Company
Immediate Expansion
Later Stage Expansion
17 | Confidential Information Memorandum, June 2014
COMPANY STRUCTURE
Organization Structure
Total Employees: 146 People
18 | Confidential Information Memorandum, June 2014
NEW BUSINESS DEVELOPMENTS
BRAND: SEGARA, under development
PRODUCT: PREMIUM DRINKING MINERAL WATER FROM DEEP SEA
19 | Confidential Information Memorandum, June 2014
NEW BUSINESS DEVELOPMENTS
MOBILE WATER PROJECT (MWP)
The Filling System
20 | Confidential Information Memorandum, June 2014
NEW BUSINESS DEVELOPMENTS
MOBILE WATER PROJECT (MWP)
Front and Back Sides
21 | Confidential Information Memorandum, June 2014
NEW BUSINESS DEVELOPMENTS
MOBILE WATER PROJECT (MWP)
A Market Response Sample
22 | Confidential Information Memorandum, June 2014
STRATEGIC PLANNING
23 | Confidential Information Memorandum, June 2014
SHAREHOLDER PROFILE
Highlight of
Highlight of
Biography Distributorship
Salesmanship Awards
Tang Mas
T M is targeting middle to lower income consumers with
i i iddl l i ih Indo Teh
I d T h is produced by Indo Tirta
i d d b I d Ti that is also producing Aquaria
h i l d i A i
affordable drink products such as Frutang in plastic cup packaging mineral water. The company distributes its products in Java, Bali,
and marginal premium product targeting the middle‐upper Kalimantan, Sulawesi, Papua and East Timor.
consumers such as 2 Tang and Zestea. For a start, Indo Tirta will produce 150,000 boxes with potential
Tang Mas will start co‐packing with Greenfood within two months increase to larger number depends on the capacity of Greenfood.
p g g y p
depending on the trade marks registry. Both the companies had The service fee will be around Rp
The service fee will be around Rp 1,700 while production cost is
1 700 while production cost is
agreed to produce more than 500,000 boxes a month for a start. estimated at Rp 800 to Rp 900.
The service fee will be around Rp 1,750 while production cost is
estimated at Rp 800 to Rp 900.
25 | Confidential Information Memorandum, June 2014
FIXED ASSETS
TOTAL NET BOOK VALUE: Rp 58.1 billion
Rp 29.2 billion
16.4 billion
9.1 billion
2.1 billion
1.2 billion
26 | Confidential Information Memorandum, June 2014
3 YEARS FINANCIAL PROJECTION MWP*
*This figure is not included in the financial projection and valuation
27 | Confidential Information Memorandum, June 2014
CONSOLDATED FINANCIAL STATEMENT 2011 – 2013 (AUDITED)
( )
USD 12,000
2011 % 2012 % 2013 %
Sales 3,628,413
3 628 413 5,046,660
5 046 660 8,081,484
8 081 484
Cost of goods sold (2,742,773) (3,830,150) (6,172,144)
Gross Profit 885,639 24% 1,216,511 24% 1,909,340 24%
‐ ‐ ‐
p g p
Operating Expenses ((308,318)
, ) ((465,975)
, ) ((670,414)
, )
Income from operations 577,321 750,536 1,238,926
Other Income ( Charges ) ‐ net (192,273) (317,859) (509,223)
Income before tax 385,048 432,677 729,702
Income tax ‐ ‐ ‐
Net Income 385,048 11% 432,677 9% 729,702 9%
‐ ‐ ‐
Retained Earnings, prior year 1,551,404 1,936,452 2,369,129
Retained Earnings, current year 1,936,452 2,369,129 3,098,831
‐ ‐ ‐
Net Income 385,048 432,677 729,702
Interest Expenses 174,707 304,908 454,075
Depreceiation 399,809 438,120 533,799
EBITDA 959,564
959 564 26% 1,175,705
1 175 705 23% 1,717,577
1 717 577 21%
28 | Confidential Information Memorandum, June 2014
CONSOLIDATED FINANCIAL STATEMENT 2011 – 2013 (AUDITED)
( )
USD 12,000
2011 2012 2013
ASSETS
Current Assets
Cash on Hand & in Bank 72,074 27,349 38,474
Account Receivable ‐ Trade 861,357 927,807 936,928
Account Receivable ‐ Others
Account Receivable Others 102,357 30,772 827,094
Prepaid Expense & Tax 2,500 2,500 5,000
Inventory 746,815 1,097,142 1,438,461
Total Current Assets 1,785,103 2,085,571 3,245,957
Fixed Assets
Fixed Assets ‐ ‐ ‐
At cost 5,622,415 7,162,104 7,205,437
Accumulated depreciation (1,269,932) (1,708,060) (2,241,860)
Net Book Value 4,352,483 5,454,044 4,963,578
Other Assets
Other Assets ‐ ‐ ‐
Haki ‐ ‐ 4,225,417
Share at GFB 24,167 24,167 ‐
Total Other Assets 24,167 24,167 4,225,417
TOTAL ASSETS
TOTAL ASSETS 6,161,753
6 161 753 7,563,781
7 563 781 12,434,952
12 434 952
29 | Confidential Information Memorandum, June 2014
CONSOLIDATED FINANCIAL STATEMENT 2011 – 2013 (AUDITED)
( )
30 | Confidential Information Memorandum, June 2014
VALUATION SCENARIOS
EBITDA MULTIPLE SCENARIOS
PE MULTIPLE SCENARIOS
9 12 15 18 20
EPS PER 9 PER 12 PER 15 PER 18 PER 20
2,432 21,891 29,188 36,485 43,782 48,647
Equity Value 6,567,321 8,756,428 10,945,536 13,134,643 14,594,047
MARKET COMPARISON
CO SO
Company Currency Market Cap EBITDA EBITDA (X) PER
1 ADES Rp 1,120,000,000,000 108,216,000,000 10.35 16.26
US$ 93,333,333 9,018,000
3 Greenfood
G f d Rp
R 144,000,000,000
144 000 000 000 20,610,926,220
20 610 926 220 6 99
6.99 16.45
16 45
US$ 12,000,000 1,717,577
31 | Confidential Information Memorandum, June 2014
5 Years Pro‐Forma Income Statements*
Cos t of Good Sol d
Raw Materi al (52,094,725,365) Rp (58,005,174,634) Rp (68,272,093,152) Rp (80,356,221,299) Rp (94,579,323,358) Rp (111,319,868,384)
Di rect Labor
rect Labor (4,916,609,752)
(4 916 609 752) Rp (4,857,619,751)
Rp (4 857 619 751) Rp (5,717,418,665)
Rp (5 717 418 665) Rp
Rp (6 729 399 061)
(6,729,399,061) Rp
Rp (7 920 506 956)
(7,920,506,956) Rp
Rp (9 322 437 089)
(9,322,437,089)
Fi ni shed Good ‐ Begig nni ng
g 3,275,758,373
, , , Rp
p 4,638,599,384
, , , Rp
p 7,151,549,423
, , , Rp
p 8,417,373,992
, , , Rp
p 9,907,245,201
, , , Rp
p 11,660,833,876
, , ,
‐/‐ Fi ni s hed Good ‐ Endi ng 4,638,599,384 Rp 7,151,549,423 Rp 8,417,373,992 Rp 9,907,245,201 Rp 11,660,833,876 Rp 13,724,802,063
Operating Expense
Sal ary & Al l owance (5,681,250,000) Rp (7,344,609,097) Rp (8,644,605,237) Rp (10,174,696,269) Rp (11,975,623,952) Rp (14,095,309,998)
Offi ce Suppl i es (78,650,000) Rp (76,504,075) Rp (90,045,299) Rp (105,983,275) Rp (124,742,381) Rp (146,821,789)
Insurance (21,782,900) Rp (25,357,161) Rp (29,845,380) Rp (35,127,998) Rp (41,345,676) Rp (48,663,862)
Legal Document (25,665,000) Rp (19,700,357) Rp (23,187,321) Rp (27,291,466) Rp (32,122,072) Rp (37,807,681)
El ectri ci ty & Tel epon (54,037,579) Rp (108,430,318) Rp (127,622,489) Rp (150,211,610) Rp (176,799,160) Rp (208,092,620)
Travel l i ng Exp (205,780,000) Rp (129,166,480) Rp (152,028,953) Rp (178,938,005) Rp (210,610,146) Rp (247,888,152)
Entertai nment (55,800,000) Rp (36,029,655) Rp (42,406,906) Rp (49,912,908) Rp (58,747,524) Rp (69,145,839)
Repai r & Mai ntenance (75,688,520) Rp (71,439,129) Rp (84,083,858) Rp (98,966,661) Rp (116,483,823) Rp (137,101,465)
Promoti on Expenses (1,789,964,459) Rp (1,834,376,594) Rp (2,159,061,334) Rp (2,541,214,167) Rp (2,991,010,684) Rp (3,520,419,727)
Trans portati on (266,180,000) Rp (290,366,314) Rp (341,761,165) Rp (402,252,729) Rp (473,451,717) Rp (557,252,695)
Others (308,680,900) Rp (276,512,605) Rp (325,455,349) Rp (383,060,792) Rp (450,862,794) Rp (530,665,532)
32 | Confidential Information Memorandum, June 2014
*This figure does not include co‐packing and MWP income
5 Years Pro‐Forma Income Statements
Asset
Current Assets
Cash on Hand & in Bank Rp
p , ,
461,688,207 Rp
p 18,342,458,907
, , , Rp
p 1,026,888,261
, , , Rp
p 11,847,099,881
, , , Rp
p 30,557,110,405
, , , Rp
p 57,807,022,321
, , ,
Trade Receivables 30 AR Days Rp 11,243,137,490 Rp 9,338,166,060 Rp 10,991,021,872 Rp 12,936,427,537 Rp 15,226,183,404 Rp 17,921,218,638
Other Receivables Rp 9,925,133,227 Rp 9,925,133,227 Rp 9,925,133,227 Rp 9,925,133,227 Rp 9,925,133,227 Rp 9,925,133,227
Prepaid Expense & Tax Rp 60,000,000 Rp 60,000,000 Rp 60,000,000 Rp 60,000,000 Rp 60,000,000 Rp 60,000,000
Inventory Rp 17,261,529,658 Rp 19,683,386,480 Rp 23,167,346,772 Rp 27,267,956,176 Rp 32,094,401,688 Rp 37,775,112,413
TOTAL CURRENT ASSETS Rp 38,951,488,582 Rp 57,349,144,674 Rp 45,170,390,133 Rp 62,036,616,821 Rp 87,862,828,724 Rp 123,488,486,599
Current Liabilities
Bank Loan Rp
p 47,866,982,570
, , , Rp
p 41,142,550,324
, , , Rp
p 20,789,200,000
, , , Rp
p 20,789,200,000
, , , Rp
p 20,789,200,000
, , , Rp
p ‐
Trade Payable 30 AP Days Rp 25,580,687,229 Rp 6,775,524,601 Rp 7,981,025,149 Rp 9,260,834,170 Rp 10,767,177,131 Rp 12,437,399,429
Other payable 30 AP Days Rp 966,287,369 Rp 966,287,369 Rp 966,287,369 Rp 966,287,369 Rp 966,287,369 Rp 966,287,369
Accrued Expense & Taxes Payable
TOTAL CURRENT LIABILITIES Rp 74,413,957,168 Rp 48,884,362,294 Rp 29,736,512,518 Rp 31,016,321,539 Rp 32,522,664,500 Rp 13,403,686,798
Long Term Liabilities
Bank Loan Rp 20,353,350,324 Rp 62,367,600,000 Rp 41,578,400,000 Rp 20,789,200,000 Rp ‐ Rp ‐
Shareholders Loan Rp 16,965,428,924 Rp 16,965,428,924 Rp 16,965,428,924 Rp 16,965,428,924 Rp 16,965,428,924 Rp 16,965,428,924
TOTAL LONG TERM LIABILITIES Rp 37,318,779,248 Rp 79,333,028,924 Rp 58,543,828,924 Rp 37,754,628,924 Rp 16,965,428,924 Rp 16,965,428,924
Hak Minoritas Rp 200,708,031
Equity
Capital Rp 100,000,000 Rp 100,000,000 100,000,000 100,000,000 100,000,000 100,000,000
Retained Earning Rp 57,988,371,081 Rp 74,770,920,743 Rp 93,398,764,350 Rp 120,643,930,389 Rp 156,622,547,702 Rp 203,486,731,650
Profit (Loss) for the year
TOTAL SHAREHOLDERS' EQUITY Rp 58,088,371,081 Rp 74,870,920,743 Rp 93,498,764,350 Rp 120,743,930,389 Rp 156,722,547,702 Rp 203,586,731,650
33 | Confidential Information Memorandum, June 2014
*This figure does not include co‐packing and MWP income