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20240108_MIDI_Informasi Transaksi Afiliasi_31565864_lamp3.pdf
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INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF PT MIDI UTAMA INDONESIA TBK
TO FULFILL REQUIREMENT OF FINANCIAL SERVICES AUTHORITY REGULATION
NO.42/POJK.04/2020 ON
AFFILIATED PARTY TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS
(“POJK 42/2020”)
PT MIDI UTAMA INDONESIA Tbk
(“the Company”)
Line of Business:
Engaged in retail trade in the format of minimarket and supermarket
Domiciled in Tangerang - Banten, Indonesia
Head Office:
Alfa Tower lt. 12
Jl. Jalur Sutera Barat Kav. 7-9 Alam Sutera
Panunggangan Timur, Pinang, Tangerang 15143
Telp: (62-21) 8082 1618, Fax: (62-21) 8082 1628
Email: corporate.secretary@mu.co.id
Website: www.alfamidiku.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, EITHER
SEVERALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION
DISCLOSURE AND THE AMENDMENT AND/OR ADDITION TO THE INFORMATION DISCLOSURE, IF ANY.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THE
COMPLETENESS OF INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE AND AFTER A
CAREFUL EXAMINATION, EMPHASIZE THAT THE INFORMATION STATED IN THIS INFORMATION
DISCLOSURE IS TRUE, AND THAT THERE ARE NO RELEVANT AND MATERIAL FACTS OMITTED OR
ELIMINATED IN SUCH A WAY THAT CAUSE THE INFORMATION PROVIDED HEREIN TO BE UNTRUE
AND/OR MISLEADING.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY DECLARE THAT
THIS AFFILIATED PARTY TRANSACTION DOES NOT CONTAIN ANY CONFLICT OF INTEREST.
This Information Disclosure is issued on January 8, 2024
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I. INTRODUCTION
On January 8, 2024, PT Lancar Wiguna Sejahtera (LWS), a limited liability company whose shares are
70.00% directly owned by the Company, has carried out increase of issued and fully paid share
capital amounted to Rp100,000,030,200 (one hundred billion thirty thousand and two hundred
Rupiah) or equivalent to 103,519,700 (one hundred three million five hundred nineteen thousand
and seven hundred) shares with exercise price of Rp966 (nine hundred and sixty six Rupiah) per
share and with par value of Rp100 (one hundred Rupiah) per share, which subscribed proportionally
by the Company and other shareholders.
This Information Disclosure is conveyed to the shareholders of the Company in connection with
transaction that has been carried out, an additional shares investment by the Company in LWS
amounted to Rp70,000,021,140 (seventy billion twenty one thousand one hundred and forty Rupiah)
(“Transaction”), in order to maintain the percentage of ownership of the Company in LWS.
In order to fulfill requirement of POJK 42/2020, the Board of Directors of the Company announce this
Information Disclosure to provide information to the shareholders of the Company. This Transaction
is not a conflict of interest transaction and therefore, does not require prior approval of the
Company’s General Shareholders Meeting as set forth in POJK 42/2020 and does not fulfill the
definition of material transaction as set forth in POJK 17/2020, as value of this Transaction is less
than 20% (twenty percent) of the Company’s equity.
II. INFORMATION RELATED WITH THE TRANSACTION
A. Background and Reason of The Transaction
The transaction of additional shares investment by the Company in LWS proportionally has been
carried out in order to maintain the percentage of ownership of the Company in LWS.
B. Date of The Transaction
The Transaction has been carried out on January 8, 2024.
C. Object of The Transaction
Object of the Transaction is additional shares investment by the Company in LWS.
D. Value of The Transaction
Additional shares investment by the Company in LWS is amounted to Rp70,000,021,140
(seventy billion twenty one thousand one hundred and forty Rupiah) in accordance with
percentage of ownership of the Company in LWS amounted to 70.00% (seventy percent).
E. Parties to The Transaction
1. The Company
Brief History
The Company was established as PT Midimart Utama based on Notarial Deed No. 37 of Frans
Elsius Muliawan, S.H., dated June 28, 2007. The Deed of Establishment was approved by
the Minister of Law and Human Rights of the Republic of Indonesia based on Decision Letter
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No. W7-08522 HT.01.01-TH.2007 dated July 31, 2007 and was published in the State Gazette
No. 49, Supplement No. 9559 dated September 21, 2007. The Company’s Articles of
Association has been amended several times, most recently based on Notarial Deed No. 96
dated August 25, 2023 of Sriwi Bawana Nawaksari, S.H., M. Kn., regarding the change of article
4 of the Articles of Association on increase of issued and paid-up capital. The amendment to
the Articles of Association was approved by the Ministry of Law and Human Rights of Republic
of Indonesia based on its Letter No. AHU-AH.01.03-0110354 dated August 28, 2023.
Business Activities and Domicile
The business activities of the Company are retail trading in the format of minimarket and
supermarket. The Company is domiciled at Alfa Tower lantai 12, Jl. Jalur Sutera Barat Kav. 7-9,
Tangerang 15143.
Composition of Shareholders
Composition of shareholders of the Company as of Desember 31, 2023 based on data from PT
Kustodian Sentral Efek Indonesia (KSEI) is as follows:
Par Value Rp 10 per share
Number of Shares Total Percentage
Shareholders Issued and Par Value of
Fully Paid (Rp) Ownership
PT Sumber Alfaria Trijaya Tbk 25,775,473,000 257,754,730,000 77.09%
Rullyanto (President Director) 142,100,000 1,421,000,000 0.42%
Maria Theresia Velina Yulianti
(Director) 75,400,000 754,000,000 0.23%
Endang Mawarti (Director) 6,960,000 69,600,000 0.02%
Others (each below 5%
ownership) 7,435,361,800 74,353,618,000 22.24%
Total 33,435,294,800 334,352,948,000 100.00%
Management and Supervision
Based on Notarial Deed No.53 dated May 17, 2023 of Sriwi Bawana Nawaksari, S.H., M.Kn, a
Notary in Tangerang District, which has been received and recorded in Legal Entity
Administration System No. AHU-AH.01.09-0120252 dated May 24, 2023, the composition of
the Board of Commissioners and the Board of Directors are as follows:
The Board of Commissioners
President Commissioner : Budiyanto Djoko Susanto
Independent Commissioner : Eddy Supardi
Independent Commissioner : Boy Rafli Amar
The Board of Directors
President Director : Rullyanto
Director : Maria Theresia Velina Yulianti
Director : Suantopo Po
Director : Endang Mawarti
Director : Afid Hermeily
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2. LWS
Brief History
LWS was established based on Notarial Deed No. 4 of Veronika Farida Riswanti, S.H, M.Kn.,
dated March 8, 2018. The Deed of Establishment was approved by the Ministry of Law and
Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-0013091.AH.01.01.
Tahun 2018 dated March 12, 2018. The Articles of Association of LWS has been amended
several times, most recently based on Notarial Deed No. 32 of Devin Derian Charis, S.H.,
M.Kn., substitute notary of Charles Hermawan, S.H., dated November 3, 2023. The
amendment to the Articles of Association was approved by the Ministry of Law and Human
Rights of Republic of Indonesia based on its Letter No. AHU-AH.01.03-0137073 dated
November 3, 2023.
Business Activities and Domicile
The business activities of LWS are retail trading and restaurant. LWS is domiciled at Alfa Tower
lantai 30, Jl. Jalur Sutera Barat Kav. 7-9, Tangerang 15143.
Composition of Shareholders
Composition of shareholders of LWS as of Desember 31, 2023 is as follows:
Par Value Rp 100 per share
Number of Shares Total Percentage
Shareholders Issued and Par Value of
Fully Paid (Rp) Ownership
PT Midi Utama Indonesia Tbk
(The Company) 712,391,370 71,239,137,000 70.00%
PT Amanda Cipta Persada 206,932,732 20,693,273,200 20.34%
PT Cakrawala Mulia Prima 49,188,927 4,918,892,700 4.83%
PT Perkasa Internusa Mandiri 49,188,927 4,918,892,700 4.83%
Total 1,017,701,956 101,770,195,600 100.00%
Composition of Shareholders After the Transaction
Composition of shareholders of LWS after the Transaction are as follows:
Par Value Rp 100 per share
Number of Shares Total Percentage
Shareholders Issued and Par Value of
Fully Paid (Rp) Ownership
PT Midi Utama Indonesia Tbk
(The Company) 784,855,160 78,485,516,000 70.00%
PT Amanda Cipta Persada 227,981,738 22,798,173,800 20.34%
PT Cakrawala Mulia Prima 54,192,379 5,419,237,900 4.83%
PT Perkasa Internusa Mandiri 54,192,379 5,419,237,900 4.83%
Total 1,121,221,656 112,122,165,600 100.00%
Management and Supervision
Based on Notarial Deed No. 22 dated July 11, 2023 of Veronika Farida Riswanti, S.H., M.Kn, a
Notary in Tangerang District, which has been received and recorded in Legal Entity
Administration System No. AHU-AH.01.09-0141792 dated July 20, 2023, the composition of
the Board of Commissioners and the Board of Directors are as follows:
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The Board of Commissioners
President Commissioner : Rullyanto
Commissioner : Doddy Surja Bajuadji
Commissioner : Sufyan Syarif
The Board of Directors
President Director : Feny Djoko Susanto
Director : Adrianus Hery Muliawan Tanudjaja
Director : Getty Nurhalim
Director : Kristi Isla
Director : Meilany Hadiwidjaja
F. The Nature of Affiliation of the Parties Conducting The Transaction
LWS is an affiliated party of the Company in which the Company has shares ownership of 70.00%
in LWS.
III. THE BOARD OF DIRECTORS’ STATEMENT
The Board of Directors of the Company declares that this Transaction has fulfilled the sufficient
procedure and ensures that this Transaction has been executed in accordance with the generally
applicable business practices.
IV. THE BOARD OF COMMISSIONERS’ AND THE BOARD OF DIRECTORS’ STATEMENT
The Board of Commissioners and The Board of Directors of the Company declare that this
Transaction is an affiliated party transaction which does not contain any conflict of interest.
The Board of Commissioners and The Board of Directors of the Company declare having carefully
reviewed the information provided with regard to the Transaction as presented in this Information
Disclosure and all material information regarding this Transaction has been disclosed in this
Information Disclosure and the material information is true and not misleading. Subsequently, the
Board of Commissioners and the Board of Directors of the Company declare fully responsible on the
accuracy of all information provided in this Information Disclosure.
V. ADDITIONAL INFORMATION
The Company’s shareholders wishing to obtain further information on the Transaction may contact
the Company with the following correspondence address:
PT Midi Utama Indonesia Tbk
Alfa Tower lt. 12
Jl. Jalur Sutera Barat Kav. 7-9 Alam Sutera
Panunggangan Timur, Pinang, Tangerang 15143
Telp: (62-21) 8082 1618, Fax: (62-21) 8082 1628
Email: corporate.secretary@mu.co.id
Website: www.alfamidiku.com
Tangerang, January 8, 2024
PT Midi Utama Indonesia Tbk
The Board of Directors
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