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20240112_OCAP_Laporan Informasi dan Fakta Material_31568581_lamp2.pdf
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Page 1 OCR 0.920
AMENDMENT AND/OR ADDITIONAL INFORMATION OF THE DISCLOSURE OF
INFORMATION TO THE SHAREHOLDERS IN RELATION TO PT ONIX CAPITAL
TBK PLAN TO CHANGE ITS STATUS FROM A PUBLIC COMPANY TO A PRIVATE
COMPANY
AMENDMENT AND/OR ADDITIONAL DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS WAS
PREPARED IN COMPLIANCE WITH FINANGIAL SERVICES AUTHORITY REGUI ATION NUMBER 3/POJK 04/2021
CONCERNING THE PROVISIONS OF ACTIVITIES IN CAPITAL MARKET SECTOR, INDONESIA STOCK
EXCHANGE REGULATION NUMBER I-| CONCERNING DELISTING AND RELISTING, AND POJK REGULATION
NUMBER 30/POJK.04/2017 CONCERNING THE PURCHASE OF SHARES ISSUED BY A PUBLIC COMPANY IN
RELATION WITH PT ONIX CAPITAL TBK PLAN TO CHANGE ITS STATUS FROM A PUBLIC COMPANY TO A
PRIVATE COMPANY INCLUDING DELIST FROM INDONESIA STOCK EXCHANGES (“GO PRIVATE PLAN”). THIS
DISCLOSURE OF INFORMATION IS EXTREMELY IMPORTANT AND SHOULD BE CONSIDERED BY THE
COMPANY'S SHAREHOLDERS.
CAPITAL
PT ONIX CAPITAL TBK
(“Company”)
Business Activities
Other Management Consultation Activities
Domiciled in Central Jakarta
Head Office:
Deutsche Bank Building Lt. 13 Jl. Imam Bonjol No. 80
Central Jakarta 10310
Telephone: 462 21 31901777. Website: www.ocap.co.id
Email: corsec@ocap.co.id
Notification regarding the Extraordinary General Meeting of Shareholders (“EGMS") and information to Shareholders has been announced on 14
December 2023 on the Electronic General Meeting System Kustodian Sentral Efek Indonesia application (eASY.KSEI), Indonesia Stock
Exchange website, and the Company's website. The invitation to attend the EGMS has been announced on the eASY.KSEI, Indonesia Stock
Exchange website, and the Company's website on 29 December 2023. The EGMS will be held on 22 January 2024 at 10.00 Western Indonesian
Time at Jl. Alaydrus no. 84D. The Company will also held the EGMS electronically based on the Financial Services Authority Regulation ("OJK")
No. 16/POJK.04/2020 dated 21 April 2020 regarding the Electronic Implementation of the General Meeting of Shareholders of Public Companies
(“POJK No. 16/2020”) through the eASY.KSEI.
If you are unable to attend the EGMS, it is recommended that you sign and return the power of attorney from which can be obtained on the
Company's website (www.ocap.co.id) and the Statement of Independent Shareholders to the Company via email corsec@ocap.co.id. The original
copy Of power of attorney must be received by the Board of Directors of the Company no later than 3 (three) working days before the date of the
EGMS finsert date) at the office of the Company's Share Registrar, PT Ficomindo Buana Registrar, domiciled in Jakarta and having its address
at Jl. Kyai Caringin No 2-A RT11/RW4, Kel. Cideng, Kec. Gambir, Central Jakarta, 10150. Shareholders may also provide power of attorney
electronically through the eASY.KSEI facility at the link https://access.ksei.co.id/ provided by KSEI as a mechanism for granting power of attarney
electronically in the process of holding the EGMS no later than 1 (one) working day before the date of the EGMS, Friday, 19 January 2024 at
12:00 WIB.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, JOINTLY AND SEVERALLY ARE FULLY LIABLE
FOR THE VERACITY AND COMPLETENESS OF THE INFORMATION DISCLOSED IN THIS AMENDMENT AND/OR ADDITIONAL
DISCLOSURE OF INFORMATION AND, AFFIRM THAT TO THE BEST OF THEIR KNOWLEDGE, NO MATERIAL FACTS HAVE BEEN
OMITTED WHICH WOULD RENDER THE INFORMATION GIVEN IN THIS DISCLOSURE OF INFORMATION UNTRUE AND/OR
MISLEADING
IF YOU HAVE ANY DOUBT REGARDING ANY ASPECT ON THIS AMENDMENT AND/OR ADDITIONAL DISCLOSURE OF INFORMATION
OR WHAT ACTION TO TAKE, YOU SHOULD CONSULT A COMPETENT PERSON OR A PROFESSIONAL ADVISOR,
Page 2 OCR 0.926
TRANSLATION DISCLAIMER THIS ENGLISH TRANSLATION OF THE INDONESIAN AMENDMENT AND/OR ADDITIONAL INFORMATION OF THE DISCLOSURE OF INFORMATION (THE "ENGLISH TRANSLATION") HAS BEEN PREPARED BY PT ONIX CAPITAL TBK FOR THE PURPOSE OF AND IS INTENDED SOLELY AS A CONVENIENCE TO THE NON-INDONESIAN LANGUAGE READERS. THIS ENGLISH TRANSLATION IS NOT AN OFFICIAL DOCUMENT. IT HAS ABSOLUTELY NO LEGAL STATUS AND IT IS NOT LEGALLY BINDING IN ANY MANNER WHATSOEVER, READERS RELYING ON ACCURATE AND PRECISE INFORMATION SHOULD REFER TO AND CHECK THE INDONESIAN DISCLOSURE OF INFORMATION OF PT ONIX CAPITAL TBK. SHOULD THERE BE ANY DIFFERENCES IN THE INTERPRETATION OF THE MEANING OF THE WORDIS) AND PHRASE(S) BETWEEN THE INDONESIAN AMENDMENT AND/OR ADDITIONAL INFORMATION OF THEDISCLOSURE OF INFORMATION AND THE ENGLISH TRANSLATION, THE INDONESIAN AMENDMENT AND/OR ADDITIONAL INFORMATION OF THE DISCLOSURE OF INFORMATION SHALL PREVAIL
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PREFACE
In relation to the Go Private Plan, the Company explains in advance that:
1. The Company has received announcement letter No. Peng-SPT-00024/BEI.PP3/09-2020 dated 1 September
2020 concerning the Temporary Suspension of Trading in the Company's Securities in all markets starting from
the second session of Securities Trading on Tuesday, 1 September 2020 until further announcement ("Trading
Suspension"),
2. The Company has submitted a letter to the Indonesian Stock Exchange ("BEI") and OJK dated November 1, 2023
regarding Notification of Plans to Change Status to Go Private and Application for Delisting (Delisting) Shares on
the Exchange.
3. The Company will comply with all the provisions contained in the OJK Regulation No.3/POJK.04/2021, dated 22
February 2021 regarding Provisions of Activilies in Capital Market Sector (POJK 3/2021) and hereby the Company
issues this Disclosure of Information in the context of implementing the Go Private Plan.
Objective and Purpose of this Disclosure of Information
The Board of Directors hereby disclose to the shareholders of the Company (the "Shareholders"):
1. Information regarding the Go Private Plan:
2. An overview of the legal reguirements which must be fulfilled to execute the Go Private Plan: and
3. Information on how to vote at the EGMS in connection with the Go Private
Overview of the Go Private Plan
The Extraordinary General Meeting Shareholder ("EGMS") regarding the Go Private Plan includes the following steps:
a, The status conversion of the Company from a public company to a private company:
b. Approval of the buyback of the Company's shares as the implementation of the Go Private Plan:
CG. Approval of the delisting of the Company's Shares from the BEI:
d. Approval of changes to all of the Company's Articles of Association in connection with the change in the
Company' status from a public company to a closed company: And
e. Granting power and authority to the Gompany's Diractors with substitution rights to carry out all necessary
aactions in implementing the Go Private Plan.
Based on POJK No. 3/2021 in conjunction with OJK Regulation no. 15/POJK.04/2020, dated 21 April 2020 conceming
Plans and Implementation of the General Meeting of Shareholders of Public Companies (“POJK No.15/2020"), to
protect the interests of the Company's public Shareholders, the implementation of the Go Private Plan must obtain
approval from Independent Shareholders at an EGMS attended by independent Shareholders representing more than
1/2 of the total number of shares with valid voting rights owned by independent Shareholders. Independent
Shareholders are shareholders who do not have personal economic interests in connection with a particular transaction
and are not members of the Board of Directors, members of the Board of Commissioners, major shareholders and
controllers: or is not an affiliate of members of the Board of Directors, members of the Board of Commissioners, major
shareholders and controllers (“Independent Shareholders”).
If the Go Private Plan is approved at the EGMS, the Company will make an offer to purchase shares owned by public
Shareholders through a buyback mechanism by the Company as regulated in the provisions of POJK 3/2021. If the Go
Private Plan is approved at the EGMS, then public Shareholders who are not willing to sell their shares during the
buyback period will continue to be Shareholders of a Company. Thus, these public Shareholders can no longer sell
their shares through the BEI.
There are no objections from certain parties regarding the Company's Go Private Plan.
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REASON FOR THE.GO PRIVATE The reason for the Company's plan to go private is because the Company has no longer any business activities and The Company does not have a new business plan yet. Furthermore, the Company's shares are inactive shares traded on the BEI because the Company's shares have been suspended since 2020 and have reached the expiry date suspension of 36 (thirty six) months on September 1, 2023, The Company has not been able to recover the situation and therefore the Company decided to implement the Go Private Plan. Related with the mentioned above, Shareholders will have the opportunity to sell share ownership with price above average price. INFORMATION-ABOUT THE COMPANY. History of the Company The Company was established under the name PT Piranti Ciptadhana Amerta based on Deed of Estabtishment No. 30 dated 6 October 1989 was made before Amrul Partomuan Pohan, LLM., Notary in Jakarta and has been approved as alegal entity since 21 October 1989 based on the Decree of the Minister of Justice of the Republic of Indonesia No. C2.9758.HT.01.01.TH'89. dated 21 October 1989, and was registered in the register book at the Central Jakarta District Court Office No. 2421/1989. The Company's Articles of Association have undergone several changes, the latest change is contained in Deed Number 21 dated 09 June 2022, made before Rini Yulianti, S.H., Notary in East Jakarta and has received approval from the Minister of Law and Human Rights of the Republic of Indonesia with Decree Number AHU- 0039288. AH.01.02.TAHUN 2022 dated 10 June 2022 (“Deed No. 21/2022”). These changes were made in connection with adjustments to Article 3 of the Company Articles of Association regarding the Company's Aims and Objectives with the 2020 Standard Classification of Company Business Fields (KBL! 2020). The Company began operating commercially in 1998. Currently the Company's main business activities as stated in its Articles of Association are other management consultation activities. Company's Business Activities Currently the aims and objectives of the Company are to do business in the field of Professional, Scientific and Other Technical Activities. To achieve the aims and objectives mentioned above, the Company carries out the main business activities, namely other Management Consultation Activities (KBLI 70209) which includes the provision of advice, guidance and business operational assistance and other organizational and management issues, such as strategic and organizational planning, decisions relating to finance, marketing objectives and policies, planning, human resource practices and policies, scheduling plauning and productiwn contiol, Tiie provision uf Illese business services cati include advice, guidance and operational assistance for various management functions, management consultations by agronomists and agricultural economists in the agricultural and similar fields, design of accounting methods and procedures, cost accounting programs, budget monitoring procedures, providing advice and assistance to community business and services in planning, organizing, efficiency and supervision, management information and others, Including infrastructure investment study services. Supporting business activities that support the main business activities are Business Consultation and Business Brokerage Activities (KBLI 74902) which include efforts to provide advice and operational assistance in the business world, such as business broker activities that organize the purchase and sale of small and medium scale businesses,
Page 5 OCR 0.884
including professional practices, patent broker activities (arranging the purchase and sale of patent rights), appraisal activities other than real estate and insurance (for antigues, jewelry and others), account audits and information on tariffs for goods or cargo, guantity measurement activities and weather forecasting activities. Does not include real estate brokers. Company's Subsidiaries As of the publication of this Amendment and/or Additional Information of Disclosure, the Company has consolidated its subsidiaries and sister Company as follows: Name Status Ownership Location Line of Business Year of Commercial Operation PT Onix Sekuritas (in Subsidiary 99,976 Jakarta Broker Dealer & 2013 liguidation) (OS) Company Underwriter PT Onix Investama Subsidiary 99,996 Jakarta Other Management 2014 (Ol) Company Consultation Activities PT Menteng Medika Subsidiary 99,9Yo Jakarta Human Health 2014 Indonesia (in Ol Activities and Social liguidation) (MMI) Activities Capital Structure and Composition of Shareholders Based on the Deed of Statement of Company Meeting Resolutions Number 04 dated 05 November 2020 made before Rini Yulianti, S.H., Notary in East Jakarta, which has obtained approval from the Minister of Law and Human Rights of the Republic of Indonesia with its Decree No. AHU-0074614.AH.01.02.TAHUN 2020 dated 06 November 2020, and received Notification Letter of Amendment to the Articles of Association from the Ministry of Law and Human Rights of the Republic of Indonesia No. AHU-AH.01.03-0404748 dated 06 November 2020, and has been registered in the Company Register No. AHU-0185673.AH.01.11.TAHUN 2020 dated 06 November 2020 the Company's capital structure is as follows: Authorized Capital : Rp218.560.000.000,- Issued and fully paid capital : Rp54.640.000.000,- Portfolio shares :819.600.000 shares Authorized capital is divided into 1.092.800.000 shares, each shareswith a nominal price Rp200,-. In accordance with the Shareholder List based on the Company's Shareholder List as of March 2023 issued by the Securities Administration Bureau PT Ficomindo Buana Registrar, the capital structure and composition of the Company's shareholders with an ownership percentage of at least 596 and other members of the public are as follows: Be aan aa Tai orized Capi 1.092.800.000 218.560.000.000 Paid-Up and Fully Issued Capital UOB Kay Han (Hong Kong) Lg LAN) 24539 CWUUW 15003 Djajusman Suryowijono 95.525.000 19.125.000.000 3500276 Hardjanto 1.343.000 2 368.600.000. G5To Public (less than 5Y0) 32.784.000 6.556.800.000 (1200076 Total Paid-Up and Fully Issued Capital 273.200.000 57.640.000.000 TOOT Total Portfolio Shares 819.600.000 163.920.000.000
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Composition of the Board of Commissioners and the Board of Directors Based on the Deed of Company Meeting Decision Statement No. 47 dated 22 June 2023 made before Rini Yulianti, S.H., Notary in East Jakarta, who received Notification of Company Data Changes from the Ministry of Law and Human Rights of the Republic of Indonesia with Letter No. AHU-AH.01.09-0131293 dated 23 June 2023, and has been registered in the Company Register No. AHU-AHU-0118428.AH.01.41 Year 2023 dated 23 June 2023, the composition of the Company's Board of Commissioners and Directors is as follows: Board of Commissioners President Commissioner : Hardjanto Adiwana Independent Vice 1 Zainuddin Effendi President Commissioner Board of Directors President Director : Tjie Ping Astono Setiadi Director : Mauritius Ray Summary of Financial Statements The Company's Financial Report is based on the Company's Financial Position Report as of 31 December 2022 and 2021 which has been audited by Public Accountant Leo Sutanto from the Mirawati Sensi Idris Public Accounting Firm based on Report No. 00230/2.1090/AU.1/09/1284-2/1/111/2023 dated 24 March 2023 with opinion Disclaimer, as follows: (in milion Rupiah) Description 31 Desember 2022 31 Desember 2021 (Audited) (Audited) Profit or Loss and Other Comprehensive Income Net Revenue - - Gross Profit - - (Loss) Profit Before Income Tax (31.680.847.692) (9.284.891.273) (Loss) Profitfor the Year (31.680.847.692) (9.284.588.039) Total (Loss) Comprehensive Income (31.671.179.247) (9.229.063.419) for ine Year Statements of Financial Position Current Assets 3.291.006.877 12.439.770.745 Non-Current Assets 270.391.920 1.482.278.953 Total Assets 3.561.389.797 13.922.049.698 Current Liabilities 69.850.654.538 64.441.719.539 Non-Current Liabilities 160.395.644.244 144.494.050.897 Total Liabilities 230.246.298.782 208.935.770.436 Total Eguity (226.684 899.985) (195.013.720.738) Total Liabilities and Eguity 3.561.398.797 13.922.049.698 Background
Page 7 OCR 0.915
The Board of Directors hereby announce to the shareholders of the Company that the Company will hold an EGMS On. Date 1 Monday, 22 January 2024 Time 1 10.00 WIB -end Place 1 Jl Alaydrus no. 84D, Jakarta Pusat 10130 The Company will also hold an EGMS etectronically based on POJK No. 16/2020 via eASY.KSEI. Due to limited space conditions, the Company will impose maximum capacity restrictions EGMS room. The Company urges all Shareholders to attend the EGMS with grant power of attorney to the party appointed by the Company's Securities Administration Bureau by signing power of attorney form and Independent Shareholder Statement Letter which can be obtained on the Company's Website (www.ocap.co.id) and submitted to the Company via email corsec@ocap.co.id or to the Administration Bureau Company Securities via email helpdesk@ficomindo.com or ficomindo..br@yahoo.co.id. The original power of attorney must be available received by the Company's Board of Directors no later than 3 (three) working days before the EGMS date on 17 January 2023, at the office of the Company's Securities Administration Bureau PT Ficomindo Buana Registrar, domiciled in Jakarta and located at Jl. Kyai Caringin No 2-A RT11/RW4, Kel. Cideng, District. Gambir, Central Jakarta, 10150. Shareholders can also provide power of attorney electronically via the eASY.KSEI facility at the link www.akses.ksei.co.id provided by KSEI as a mechanism for electronic authorization in the implementation process EGMS no later than 1 (one) working day before the EGMS Gate which on Friday 19 January 2024 at 12.00 WIB. Independent Shareholders or their proxies who wish to attend the EGMS must sign an Independent Sharsholder Statement. For shareholders or shareholder proxies who decide to remain present in person at the EGMS, the Company does not provide souvenirs and consumption at the EGMS. Announcement regarding the EGMS and summary of Information to Shareholders will be published on 14 December 2023 on the SASY.KSEI website, Indonesia Stock Exchange website and the Company's website. Information Disclosure to Shareholders is published in Indonesian language newspapers on Harian Ekonomi Neraca. The invitation to attend the EGMS Is planned to be announced on the Indonesia Stock Exchange website, eASY.KSEI website and the Company's website on 29 December 2023. Shareholders who are entitled to attend the EGMS are Shareholders whose names are registered in the Company's Register of Shareholders on the recording date (28 December 2023) Agenda for EGMS Approvai of the Go Private Plan, which Includes: Approval of the change in the status of the Company from a public company to a private company: 2 Approval of the implementation of the buyback of the Company's shares as the implementation of the Go Private Plan: Approval on delisting of the Company's shares from Indonesia Stock Exchange, d. Approval of changes to all of the Company's Articles of Association in connection with the change in the Company's status from a public company to a private company, and e. Granting power and authority to the Board of Director of the Company with substitution rights to carry out all necessary actions in connection with the implementation of the Go Private Plan. »
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Reguirements for the EGMS Based on (i) POJK No. 3/2021 juncto POJK No. 15/2020. (ii) the Company's Article of Association, and (iii) BEI Regulation No, I-, the procedure for approving decisions of the agendas to be considered in ihe EGMS is as follows: The reguirements that need to be fulfilled in accordance with POJK No. 3/2021 in conjunction with POJK No. 15/2020 if the EGMS attended by Independent Shareholders representing more than 1/2 of the total shares with valid voting rights owned by Independent Shareholders and the decisions are taken based on the affirmative vote given by Independent Shareholders representing more than 1/2 of the total number of shares with valid voting rights owned by Independent Shareholders. In accordance with POJK No. 3/2021 juncto POJK No. 15/2020 If the guorum for attendance at the EGMS is not achieved, then the second EGMS will be held with the provisions that the second EGMS can be held if the second EGMS is allended by more Ihan 1/2 of the total number of shares with valid voting rights owned by Independent Shareholders and the decision of the second EGMS is valid ff it is approved by more than 1/2 of the total shares with valid voting rights owned by Independent Shareholders present at the EGMS. If the guorum for the second EGMS is not achieved, then the third EGMS can be held provided that the third EGMS is valid and has the rightto make decisions if attended by Independent Shareholders of shares with valid voting rights, within the attendance guorum determined by the OJK at the Company's reguest. The third EGMS resolution is valid if itis approved by Independent Shareholders representing more than 5074 of the shares owned by Independent Shareholders present at the EGMS, ESTIMATED BUYBACK COST:AND ESTIMATED AMOUNT OF NOMINAL VALUE OF ALL SHARES THAT WILI: BE-BOUGHTBACK The company will buyback all shares owned by shareholders public/society (less than 596) amounting to 32,784,000 (thirty-two million seven hundred eighty-four thousand) shares or 1296 of the issued and fully paid capital. In connection with the share buyback price, which is IDR 200,- (two hundred Rupiah) per share, the funds that will be used for the buyback are a maximum of IDR 6,556,800,000 (six billion five hundred fifiy-six million eight hundred thousand Rupiah). Share buyback costs will come from the Sharehoider loans facility. Other costs related to Share Buyback transactions, including brokerage fees, are not significantly influence the Companys financial condition. ESTIMATED OF. COMPANY REVENUE AS A RESULT OF THE IMPLEMENTATION OF THE SHARE BUYBACK AND.THE IMPACT ON THE-COMPANY'S FINANCING COSTS There is no impact on the Company's income due to the implementation of the share buyback, because until now, the Company has no income due to the revocation of the business license of the Company's subsidiary, namely OS, which is the largest source of income for the Company and no dividend contribution has been received by the subsidiary of the Company nameiy OI and Ol's Subsidiary namely MMI. PROFORMA EARNINGS PER SHARES PROFORMA OF THE COMPANY AFTER THE SHARE BUYBACK IS IMPLEMENTED, CONSIDERING.THE DECREASING REVENUE No Profit is generated after the share buyback is implemented. LIMITATION OF. SHARE PRICE AND SHARE BUYBACK PERIOD In accordance with the provisions of Article 76 letter (b) POJK 3/2021 which states that shares of a Public Company are listed and traded on the Stock Exchange, but for 90 (ninety) days or more before the announcement of the GMS
Page 9 OCR 0.909
in the context of changing the status of a Public Company to a Private Company is not traded on the Stock Exchange or has its trading temporarily suspended by the Stock Exchange, the share purchase price must be higher than the average price of the highest dally trading price on the Stock Exchange within the last 12 (iwelve) months counted backwards from the last trading day or the day trading is temporarily suspended. The share buyback will be carried out by the Company at the buyback offer price of Rp200 (two hundred Rupiah) per share, the shares buyback will be cartied out during the period as referred to in the “Estimated period for the share buyback ofter" in the “List of Important Dates in Connection with the Go Private Plan" of this Amendment and/or Additional Disclosure of Information to Shareholders. EXPLANATION AND MANAGEMENT ANALYSIS OF THE IMPACT OF SHARES BUYBACK ON THE BUSINESS ACTIVITIES 1. The Company's income will not change with the implementation of the Share Buyback forthe purpose of changing the status from a public company to a private company where currently ihe Company is not record Revenue. 2. The Company's cash and cash egulvalents as of December 31, 2022 amounted to IDR 2,068,923,130 (two billion six twenty eight million nine hundred twenty three thousand one hundred thirty Rupiah) with repurchase a maximum of Rp. 200,- (two hundred Rupiah) multiplied by 32,784,000 (thirty-two million seven hundred eighiy four thousand) shares, which total is IDR 6,556,800,000 (six billion five hundred and fifty six million eight hundred thousand Rupiah) then the company will also use funds originating from loans a maximum of Rp. 6,556,800,000,- (six billion five hundred fifty six million eight hundred thousand Rupiah) (assuming only the repurchase value does not include other costs that need to be incurred Company related to the Share Buyback). 3. This buyback Ill cause the Company's total liabilities fo increase by the amount is Rp. 6,558,800,000,- (six billion five hundred fifty six million eight hundred thousand Rupiah) from the position of total liabilities as of December 31, 2022 amounting to IDR 230,246, 298,782.- (two hundred thirty billion two hundred forty-six million two hundred ninety-eight thousand seven hundred and eighty two Rupiah). 4. This buyback will affect the interest expense which will increase as much as possible to IDR 188,835,840 (one hundred eighty eight million eight hundred thirty five thousand eight hundred forty Rupiah) per year from the previous amount of IDR 1,818,748,113,- (one billion eight hundred and eighteen million seven hundred forty cight thousand one hundred and thirteen Rupiah). METHODS.TO BE USED TO BUYBACK SHARES: The Company will carry out the Shares Buyback with the following method: 1. Share Buyback will be done through trading on the BEI. 2. Transactions on the BEI will be carried out hy PT Yulie Sekuritas Indonesia Tbk (YULE) as a securities broker appointed by the Company in terms of implementing the Shares Buyback transaction. 3. The volume of Shares Buyback by the Company in 1 (one) trading day is unlimited. 4. Payment of Shares Buyback will be carried out on the date as referred to in "Estimated payment date of Shares Buyback" in the'List of Important Dates Regarding the Go Private Plan" on this Amendment and/or Additional Information of Disclosure. PROCEDURES:FOR SHARE BUYBACK INCLUDING DOCUMENTS FOR SHARE BUYBACK REOUIREMENTS The Buyback Procedures to be implemented are as follows: 1. The estimated Buyback Period will begin on 24 January 2024 at 09.00 Western indonesia Time and end on 24 April 2024 at 18.00 Western Indonesia Time.
Page 10 OCR 0.923
2. The party entitled to participate in this Buyback is the Public Shareholder who has completed and submitted all the documents reguired for this Buyback no later than 24 April 2024 at 15.00 Western Indonesia Time (“Applicants”, each referred to as the “Applicant”). The documents reguired and submitted to the Securities Administration Bureau via email Helpdesk@ficomindo.com or ficomindo br@yahoo.co.id are: a. One Buyback form which has been completed and validly signed by the Applicant or their proxy. In the event that the Applicant is the proxy, then the proxy must submit the original document of the power of attorney given to them to act for and on behalf of the Applicant, the power of attorney must be signed by the Applicant as the attorney and the proxy as the beneficiary, b. Copy of the applicant's identity proof (KTP for local citizens or passport and temporary residence permit for foreign citizen), or Articles of Association and Taxpayer Identification Number for corporations/legal entities:: C. Proof of blocking shares in the context of participation in the Buyback by inputting TEND instructions through the Corporate Action/CA Election menu option at C-Best by selecting the CASH option issued by the Securities Company and/or Custodian Bank where the holder opens his sub securities account eguipped with a stamp that has been stamped by the Securities Company/Custodian Bank 3. Reguests to participate in the Buyback must be submitted based on the terms and conditions stated in the information on the Disclosure of Information and the buyback form. The Buyback Form which will be used by the Public Shareholders Is attached to the Circular Letter which will be submitted to the Shareholders and can also be obtained at the Share Registrars office or the Designated Securities company after the Go Private and Delisting plans are approved by the EGMS, at the address as follows: Designated Securities Company Share Registrar PT Yulie Sekuritas lindonesia PT Ficomindo Buana Registrar Plaza Mutiara Lantai 7 Suite 701 Jl. Dr. Ide Anak Jl. Kyai Caringin No 2-A RT11/RW4, Kel. Cideng, Kec. Agung Gde Agung, Kav E 1.2 No. 1 & 2, Kuningan Gambir, Jakarta Pusat, 10150 Timur, Setiabudi, Jakarta 12950 Telephone: (021) 22638327 Telephone: (021) 20392025 U.p.: Fajar U.p.: Hadi Suharsono 4. Payment of all repurchased securities will be made on the Payment Date. The Company will pay all costs related to the Buyback transaction, including transaction commissions through the BEI and KSEI (Indonesian Central Securities Depository) fees excluding applicable taxes imposed on public Shareholders as a result of the sale of their shares in the Buyback. 5. Each party who isa Commissioner, Director, employee and Major Shareholder of the Company or Shareholders of more than 594 in the Company are prohibited from carrying out transactions in the Company's shares the period for buying back shares or on the same day as the sale of the shares resulting from the purchase returns made by the Company through the BEI LIST OF IMPORTANT DATES REGARDING THE GO PRIVATE PLAN No. Activities Date 1 Notification of Planned Extraordinary General Meeting of 07 December 2023 Shareholders (EGMS) through the BEI /OJK website 2 Armouncernent on Lie BEI /OJK, cASY.KSEI, and OCAP 14 Deceinber 2023 websites regarding plans to hold an EGMS 3. Announcement on the BEI /OJK website and the OCAP 14 December 2023 website as well as in two Indonesian language newspapers regarding summary of Information Disclosure to shareholders 4. End date of proposed agenda by shareholders 22 December 2023 10
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5. Recording date to determine shareholders entitled to attend | 28 December 2023 and vote at the EGMS |6. | Invitation to attend EGMS 29 December 2023 Ta EGMS 22 January 2024 8. Announcement on the BEI /OJK website and the OCAP 23 January 2024 website regarding the summary of the minutes of the EGMS 9. Estimated period of share buyback offer”) 24 January 2024 - 24 April 2024 10. | Estimated date of payment for share buyback "") 4 May 2024 11. | Report on the results of the share buyback to OJK 6 May 2024 12. | Estimated application for delisting to BEI 6 May 2024 13 Estimated application for revocation of the effectiveness of the Registration Statement with the aim of Public Offering of | 6 May 2024 Eguity Securities and/or Public Company Registration Statements to OJK 14. | Estimated revocation from OJK to revoke the effectiveness of the Registration Statement with the aim of Public Offering of Eguity Securities and/or a Public Company Registration 24 May 2024 Statement 15. | Estimated cancellation from BEI on securities listing 27 May 2024 Catatan/Notes: “) The share buyback is carried out to fulfil the Go-Private Plan so that the number of shareholders becomes less than 50 (fifty) Parties, or another number determined by OJK in accordance with POJK 3/2021. In this case, the period can be extended by OCAP by considering the applicable regulations, based on POJK 3/2021. To avoid any daubts, the implementation of the Share Buyback will be completed no later than 18 (eighteen) months after the announcement of Information Disclosure in Accordance with POJK 3/2021 provisions. "). Considering that there has been a temporary suspension (suspension) of stock trading Company by BEI, payment and delivery of shares will be carried out at one same day. ADDITIONAL INFORMATION Shareholders who reguire additional information please contact the Company in the office hour with address: Corporate Secretary PT Onix Capital Tbk Jl. Imam Bonjol No.80 Central Jakarta 10310 Telephone: #622131901777 Website: www.ocap.co.id Email: corsec@ocap.co.id U.p.: Mauritius Ray Corporate Secretary 11
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PT Yulie Sekuritas Indonesia Tbk (YULE) Jl. Plaza Mutiara Lantai 7 Suite 701 Jl. Dr. Ide Anak Agung Gde Agung, Kav E 1.2 No. 1 & 2, Kuningan Timur Setiabudi, Jakarta 12950 Telephone: (021) 20392025 U.p.: Fajar 12
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
INDONESIA STOCK EXCHANGE
p.1 ×6
unresolved
org
Sentral Efek Indonesia
p.1
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Ficomindo Buana Registrar
p.1 ×3
unresolved
org
PT Piranti Ciptadhana Amerta
p.4
unresolved
person
Amrul Partomuan Pohan
· Notaris
p.4
unresolved
org
Minister of Justice
p.4
unresolved
org
Central Jakarta District Court
p.4
unresolved
person
Rini Yulianti
· Notaris
p.4 ×5
unresolved
org
Minister of Law and Human Rights
p.4 ×2
unresolved
org
PT Onix Sekuritas
p.5
unresolved
org
PT Onix Investama Subsidiary
p.5
unresolved
org
PT Menteng Medika Subsidiary
p.5
unresolved
org
Ministry of Law and Human Rights
p.5 ×2
unresolved
person
Hardjanto Adiwana
· President Commissioner
p.6 ×2
unresolved
person
Tjie Ping Astono Setiadi
· President Director
p.6 ×2
unresolved
person
Mauritius Ray
· Director
p.6
unresolved
org
PT Ficomindo Buana Registrar Plaza Mutiara
p.10
unresolved
person
Dr. Ide Anak Agung Gde Agung
p.12 ×2
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