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20240205_DEFI_Laporan Informasi dan Fakta Material_31574757_lamp1.pdf
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INFORMATION DISCLOSURE
IN RELATION TO PT DANASUPRA ERAPACIFIC TBK'S PLAN TO ESTABLISH A SUBSIDIARY.
THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS IMPORTANT AND NEEDS TO
BE CONSIDERED BY SHAREHOLDERS TO MAKE DECISIONS IN CONNECTION WITH THE COMPANY'S
PLAN TO ESTABLISH SUBSIDIARIES.
THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS ("DISCLOSURE OF INFORMATION") IS
SUBMITTED BY THE COMPANY IN ORDER TO FULFILL THE PROVISIONS OF THE FINANCIAL
SERVICES AUTHORITY ("POJK") REGULATION NUMBER 31/POJK.04/2015 CONCERNING DISCLOSURE
OF INFORMATION OR MATERIAL FACTS BY ISSUERS OR PUBLIC COMPANIES, AND LAW NUMBER 40
OF 2007 CONCERNING LIMITED LIABILITY COMPANIES ("UUPT").
PT DANASUPRA ERAPACIFIC Tbk
("Company")
Business Activities
Holding Company Activities
Based in Jakarta,
Head Office
Tower B 3rd Floor, 18 Parc Place,
Sudirman Central Business District (SCBD),
Jl. Jenderal Sudirman Kav 52-53, Jakarta 12190
Telephone: (021) 51401157 Facsimile: (021) 51401159
Email: danasupra@cbn.net.id
Website : www.danasupra.com
DISCLOSURE OF INFORMATION ON THE COMPANY'S PLAN TO ESTABLISH A
SUBSIDIARY/COMPANY SUBSIDIARY
Disclosure of Information issued in Jakarta on February 5, 2024
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I. INTRODUCTION
This Information Disclosure is made in order to fulfill the provisions of Article 22 of the Financial
Services Authority Regulation Number 17/POJK.04/2020 ("POJK 17/2020") which requires the
Company to announce Information Disclosure regarding the Plan to Change Business Activities (in
this case the Addition of New Business Activities), comply with Law Number 40 of 2007 concerning
Limited Liability Companies ("UUPT") regarding the provisions regarding the Transfer Plan in the
form of capital injection from the Company to Subsidiaries / subsidiaries of the Company which has
an immaterial value as contained in Article 3 paragraph (1) letters a and b and (2) POJK 17/2020,
and is not an affiliated transaction as contained in the Financial Services Authority Regulation
Number 42 / POJK.04 /2020 concerning Affiliated Transactions and Conflict of Interest
Transactions./2020 concerning Affiliated Transactions and Conflict of Interest Transactions. In
connection with this, in order to carry out the compliance function and fulfillment of the Regulations
as previously explained, the Company presents data on the Addition of Business Activities and
Explanation related to Material Transactions and exempted Affiliated Transactions that have no
conflict of interest in connection with the Subholding Establishment Plan to Shareholders and
submits the Information Disclosure to the Financial Services Authority ("OJK").
Through this Investment Disclosure, the Company will provide an explanation and reasons for the
Company to carry out business activities by establishing an Investment subholding that will invest in
various industries including but not limited to the Media Industry (Broadcasting, Video, and Film
Production), Hospitality Industry (F&B and Hospitality), and Financial Technology Industry.
Furthermore, the Subholding Establishment is also carried out as an effort of the Company in
activating its business activities as a holding company which is expected to optimize the Company's
overall performance in order to have competitiveness and business excellence so as to realize the
Company's business sustainability that benefits all stakeholders on an ongoing basis.
II. GENERAL
A. Company Profile
The Company is a limited liability company established under the laws of the Republic of
Indonesia by virtue of Notarial Deed of Elliza, S.H., No. 65, dated November 11, 1994.
This deed of establishment has been authorized by the Minister of Justice of the Republic of
Indonesia through Decree No.C2-1.101.HT.01.01.Th. 95 dated January 25, 1995, and
announced in the State Gazette No. 15 Supplement No. 913, dated February 22, 2000.
The Company's Articles of Association have been amended several times and most recently
based on the Extraordinary General Meeting of Shareholders ("EGMS") on June 26, 2023
notarized by Notary Gatot Widodo, S.E., S.H., M.Kn. No.42 with the same date regarding
amendments to Article 3 of the Company's Articles of Association regarding the Purpose and
Objectives and Business Activities of the Company, in connection with changes in the main
and supporting business activities, after the revocation of the business license. The
amendment to the Articles of Association as a result of the EGMS mentioned above has
been made a Statement of Meeting Resolution, notarized by Notarial Deed Gatot Widodo,
S.E., S.H., M.Kn. No.41 dated June 26, 2023, and has been approved by the Minister of Law
and Human Rights of the Republic of Indonesia with Decree No. AHU- 0038304.AH.01.02.
Year 2023.
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B. Business Activities
In accordance with article 3 of the Company's Articles of Association, the purpose and
objective of the Company is to engage in Holding company activities to increase the value of
the Company by applying the principles of Limited Liability Companies. In achieving these
purposesand objectives, the Company carries out the following business activities:
1) Main Business Activities
Activities of Holding Companies, which include the activities of holding companies
("Holding Companies"), which are companies that control the assets of a group of
subsidiary companies and whose main activity is the ownership of the group. "Holding
Companies" are not involved in the business activities of their subsidiaries. Activities
include services provided by counsellors and negotiators in arranging mergers and
acquisitions of companies, under Business Standard Classification Code (KBLI) 64200.
2) Supporting Business Activities
Conducting business related to and supporting the Company's main business activities
inaccordance with the prevailing laws and regulations.
Through the Extraordinary General Meeting of Shareholders ("EGMS") dated June 26, 2023,
theCompany changed its office address so that it is currently domiciled and based at Tower B
3rd Floor, 18 Parc Place, Sudirman Central Business District (SCBD), Jl. Jenderal Sudirman
Kav 52-53, Jakarta 12190.
C. Capitalization and Shareholders Composition of the Company
Based on the Meeting Resolution in Deed No. 152 dated January 29, 2020, dated January 8,
2020 No. Peng-P-0009/BEI.PP3/01-2020, dated January 10, 2020 No. Peng- P-
00012/BEI.PP3/01-2020, dated January 14, 2020 No. Peng-P-00015/BEI.PP3/01-2020, dated
January 17, 2020 No. Peng-P-00025/BEI.PP3/01-2020 made before Notary Christina Dwi
Utami, S.H., MH, M.Kn., regarding the announcement issued by PT Bursa Efek Indonesia
(IDX), the number of shares issued by the Company in the context of the implementation of
Capital Increase with Pre-emptive Rights of 11,266,666 shares with an aggregate nominal
value of Rp 563,333,300 so that the total number of shares issued by the Company is
687,266,666 shares with an aggregate nominal value of Rp 34,363,333,300 and the
Company's Shareholders List asof September 30, 2023, the Company's capital structure is as
follows:
Nominal value Rp per share
No. Shareholders Number of Total Nominal
Value(Rp) %
Shares
Issued and paid-up capital
1. Public 179.483.460 8.974.173.000 26,11
2. PT Asuransi Jiwa Kresna 162.009.540 8.100.477.000 23,57
3. PT Intan Sakti Wiratama 143.756.666 7.187.833.300 20,92
4. PT Quantum Klovera Investama 99.417.000 4.970.850.000 14,47
5. PT Jesivindo Juvatama 102.600.000 5.130.000.000 14,93
Total Paid-up Capital 687.266.666 34.363.333.300 100,00
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Management and S u p e r v i s i o n
Based on the Extraordinary General Meeting of Shareholders on August 20, 2021, notarized
by deed No.161 by Notary Christina Dwi Utami, S.H., M.Hum., M.Kn., the shareholders
approved the changes in the members of the Board of Directors so that the composition of
the Board of Commissioners and Directors who constitute the key management of the
Company as of September 30, 2023 is as follows:
Directors
President Director : Irianto Kusumadjaja
Director : Floyd Andrew
Jonathans
Board of Commissioners
President Commissioner : Deddy Koesnadi
Independent Commissioner : Yugi Prayanto
III. DESCRIPTION OF THE TRANSACTION PLAN
PT Danasupra Erapacific Tbk (the "Company") plans to establish a subsidiary (the "Proposed
Transaction") as the Company's effort to activate its business activities which are expected to
optimize the Company's overall performance including the Company's subsidiaries in order to have
competitiveness and business excellence so as to meet the needs and realize the Company's
business sustainability that benefits all stakeholders on an ongoing basis.
The Subsidiary to be established will be engaged in the investment sector and will start making
investments including but not limited to the following industries:
(i). Media industry with main activities in Broadcasting, Video and Film Production;
(ii). Hospitality industry with Food and Beverage and Hospitality as main activities.
To achieve the Transaction Plan, the Company is obliged to announce Disclosure of Information
or Material Facts to the public referring to the provisions of the Financial Services Authority
Regulation Number 31/POJK.04/2015 concerning Disclosure of Information or Material Facts by
Issuers or Public Companies ("POJK 31/2015").
The Company has also appointed Public Appraisal Services Office ("KJPP") Syarif, Endang dan
Rekan ("SER") as an Independent Appraiser registered with OJK in charge of conducting a
Feasibility Study of the Company's Transaction Plan.
Referring to the Financial Services Authority Regulation Number 17/POJK.04/2020 ("POJK
17/2020") and the Financial Services Authority Regulation Number 42/POJK.04/2020 ("POJK
42/2020"), the Company is of the opinion that this Transaction Plan:
1. Not an Affiliated Transaction because it is the establishment of a subsidiary.
2. Not a Material Transaction and Change in Business Activities, because the value of the
transaction plan is Rp 5,000,000,000 (five billion rupiah) when compared to the Company's
equity as of September 30, 2023 of Rp 45,002,768,638.
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(forty-five billion two million seven hundred sixty-eight thousand six hundred thirty-eight
rupiah), then the ratio is only 11.11% of the Company's equity, so it is still below the
minimum limit of Material Transactions of 20%.
The implementation of the Proposed Transaction will be carried out by considering the
investment feasibility study conducted by KJPP Syarif Endang and Partners on the Subsidiary
Entities that will invest in the Media Industry - Broadcasting, Video and Film Production and
Hospitality Industry - Food and Beverage and Hospitality. The Company plans to invest Rp
5,000,000,000 to establish these subsidiaries.
The Company hopes that this Information Disclosure can provide information and a more
comprehensive picture to the Company's Shareholders regarding the Transaction Plan.
IV. TRANSACTION PLAN BENEFITS
With the implementation of the Transaction Plan, the Company can continue its business activities
and optimize good business potential as a Holding Company, so that it will bring benefits and
improve the financial performance of the Company.
V. SUMMARY OF FEASIBILITY STUDY REPORT BY APPRAISER
The Company has appointed KJPP SER as an independent appraiser to provide a feasibility study
of the Proposed Transaction. The independent appraiser stated that he has no affiliation either
directly or indirectly with the Company based on the Capital Market Law. The following is a
summary of the feasibility study on the Company's Transaction Plan as set forth in report
No.00001/2.0113-03/BS-FS/05/0340/1/I/2024 dated January 31, 2024:
Financial Feasibility Study - Media
From the Financial Feasibility Study, it shows that related to the investment plan carried out by
the Company by establishing an investment subholding that will invest in various industries, one of
which is the Media Industry which includes Broadcasting, Video, and Film Production, where in this
case the Company together with Brand Media Indonesia (BMI) as an experienced Media company,
which will establish a company with the name Infinity with a total investment of Rp 4 billion
consisting of Rp 2.5 billion from the Company with ownership to be obtained by 62.5%, while BMI
will deposit Rp 1.5 billion and will obtain ownership of 37.5%.
During the projection period of 2024 to 2028, Infinity is expected to make a profit. In 2024, Infinity is
estimated to earn a profit of IDR 539.64 million. Furthermore, Infinity's profit is estimated to
increase again in 2025 to 2028 to Rp 736.51 million in 2025, Rp 894.99 million in 2026, Rp 1.00
billion in 2027 and Rp 1.16 billion in 2028.
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Based on the feasibility analysis, it shows that DEFI's investment subholding investment plan with
Brand Media Indonesia (BMI) in Infinity meets the feasibility criteria with the following variables:
• Net Present Value (NPV) > 0 --> Feasible
The resulting NPV shows a positive number of Rp 5,724,801,000, -.
• Internal Rate of Return (IRR) > Discount Rate --> Feasible
The resulting IRR is 78.30%, which i s above the discount rate of 13.92%.
• Profitability Index (PI) > 1 --> Feasible
The PI obtained is 2.83336 which is greater than 1.
• Payback Period (PP)
PP will be obtained in 3 years and 3 months.
Based on the sensitivity analysis, under normal conditions the resulting NPV is IDR 5.72 billion, if
there is a change in revenue, where revenue decreases by 20.00%, the resulting NPV is IDR
333.01 million. If there is a change in investment costs, where investment costs increase by
20.00%, the resulting NPV is IDR 5.58 billion. If there is a change in the cost structure, where the
cost structure increases by 20.00%, the resulting NPV is -Rp 5.05 billion. Meanwhile, if there is a
change in the discount rate, where the discount rate rises to 20.00%, the resulting NPV is IDR 4.17
billion.
From the sensitivity analysis above, of the four variables measured, the increase in Cost Structure
is the most sensitive variable on Infinity's business viability.
Based on the financial feasibility study, the Plan to Establish an Investment Subholding Company
for Miscellaneous Industries is feasible.
Financial Feasibility Study - Hospitality
From the Financial Feasibility Study, it shows that related to the investment plan, the subholding
as an Investment company in the Miscellaneous Industry Sector will invest in F&B companies with
a total of IDR 2.50 billion. During the projection period from 2024 to 2028, the F&B company to be
invested in is expected to make a profit. In 2024, the company is expected to earn a profit of IDR
608.46 million. Furthermore, the company's profit is estimated to increase again in 2025 to 2028 to
Rp 912.26 million in 2025, Rp 911.57 million in 2026, Rp 914.79 million in 2027 and Rp 922.11
million in 2028.
Based on the feasibility analysis, it shows that the DEFI investment subholding investment plan in
F&B companies meets the feasibility criteria with the following variables:
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• Net Present Value (NPV) > 0 --> Feasible
The resulting NPV shows a positive number of Rp 8,125,135,000, -.
• Internal Rate of Return (IRR) > Discount Rate --> Feasible
The resulting IRR is 69.68% which i s above the discount rate of 12.18%.
• Profitability Index (PI) > 1 --> Feasible
The PI obtained is 2.58954 which is greater than 1.
• Payback Period (PP)
PP will be obtained within 3 Years and 6 Months.
Based on the sensitivity analysis, under normal conditions the resulting NPV is Rp 8.12 billion, if
there is a change in sales, where sales decrease by 10.00%, the resulting NPV is Rp 1.23 billion. If
there is a change in investment costs, where investment costs increase by up to 10.00%, the
resulting NPV is IDR 7.74 billion. If there is a change in the cost structure, where the cost structure
increases by 10.00%, the resulting NPV is - Rp 3.45 billion.
Meanwhile, if there is a change in the discount rate, where the discount rate increases to 10.00%,
the resulting NPV is IDR 6.90 billion.
From the sensitivity analysis above, of the four variables measured, the increase in Cost Structure
is the most sensitive variable on the business feasibility of F&B companies.
Based on the financial feasibility study, the Plan to Establish an Investment Subholding Company
for Miscellaneous Industries is feasible.
Identity of Appraiser
KJPP Syarif, Endang and Partners
MAPPI: No. 09-S-02341
Public Appraiser License: No. B- 1.12.00340
License Classification: BusinessValuation
Register: No. RMK 2017.00303
STTD OJK: No. STTD.PB-08/PJ-1/PM.02/2023
STTD IKNB: No. 173/NB.122/STTD-P/2019
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VI. IMPACT OF THE TRANSACTION PLAN ON THE COMPANY'S FINANCES (PRO FORMA)
The following are the Company's proforma financial statements before and after the transaction:
PT Danasupra Erapacific Tbk
Statement of Financial Position
(Proforma) September 30, 2023
Expressed in Rupiah
Adjustment PT DEFI TBK 30
PT DEFI TBK 30
DESCRIPTION September 2023
September 2023 Dr. Cr. (Proforma)
ASSETS
CURRENT ASSETS
Cash and cash equivalents 13.664.528.711 5.000.000.000 8.664.528.711
Accounts Receivable 9.645.065.425 9.645.065.425
Factoring 10.000.000.000 10.000.000.000
Prepaid expenses 121.335.391 121.335.391
Other receivables 1.992.912.139 1.992.912.139
Total Current Assets 35.423.841.666 30.423.841.666
NON-CURRENT ASSETS
Investment 9.731.832.500 5.000.000.000 14.731.832.500
Fixed assets 1.522.253 1.522.253
Other assets 170.542.705 170.542.705
Total Non-Current Assets 9.903.897.458 14.903.897.458
AMOUNT OF ASSETS 45.327.739.124 45.327.739.124
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accrued expenses -
Tax payable 7.752.201 7.752.201
Other payables 93059792 93.059.792
Employee post-employment benefits 224.158.493 224.158.493
liabilities
TOTAL CURRENT LIABILITIES 324.970.486 324.970.486
TOTAL LIABILITIES 324.970.486 324.970.486
EQUITY
Share Capital 33.800.000.000 33.800.000.000
Additional paid-in capital (202.810.333) (202.810.333)
Other equity 19.799.191.172 19.799.191.172
Retained earnings -
Has been designated for use 2.450.000.000 2.450.000.000
Not yet designated for use 27.891.254.063 27.891.254.063
Comprehensive income (loss)
more (38.734.866.264) (38.734.866.264)
EQUITY 45.002.768.638 45.002.768.638
TOTAL LIABILITIES AND EQUITY 45.327.739.124 45.327.739.124
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In accordance with the balance sheet presented above, it can be seen that there is an addition to
the Company's non-current assets due to an additional investment of Rp 5 billion.
Furthermore, when the subholding that will be established by the Company has started operating,
the Company will get income in the form of management fees and or dividend income. This will
have a positive impact on the Company's financial performance. Then, the financial statements of
the established subholding will be consolidated to the Company so as to improve the financial
performance of the Company.
ADDITIONAL INFORMATION
If there are matters that the Company's Shareholders wish to inquire further in relation to the
Transaction Plan and this Disclosure of Information, they are expected to contact the Company
on any business day and working hours at the address below:
PT Danasupra Erapacific Tbk
Tower B 3rd Floor18 Parc Place
Sudirman Central Business District
Jenderal Sudirman Street Kav 52-5312190 Jakarta
Telephone: (021) 51401157
Facsimile: (021) 51401159
www.danasupra.com
Attn. Corporate Secretary
Email: danasupra@cbn.net.id
Jakarta, February 5, 2024
Board of Directors
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PT DANASUPRA ERAPACIFIC TBK'S PLAN TO ESTABLISH A
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FINANCIAL SERVICES AUTHORITY
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Elliza
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Minister of Justice
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Notary Gatot Widodo
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Notarial Deed Gatot Widodo
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Minister of Law and Human Rights
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Notary Christina Dwi Utami
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PT Quantum Klovera Investama
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Endang dan Rekan
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KJPP Syarif Endang
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KJPP SER
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KJPP Syarif
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DEFI TBK
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