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20231212_BUVA_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_31559016_lamp2.pdf
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CHANGES AND/OR ADDITIONAL OF DISCLOSURE OF
INFORMATION TO SHAREHOLDERS OF PT BUKIT
ULUWATU VILLA TBK REGARDING
CAPITAL INCREASE PLAN WITHOUT PRE-EMPTIVE RIGHTS
(“PMTHMETD”)
This Changes and/or Additional of Disclosure of Information is prepared in order to comply with
the provision of the Financial Services Authority (“FSA”) Regulation No. 32/POJK.04/2015 on
Capital Increase in Public Companies with Pre-Emptive Rights (“FSAR No. 32/2015”), as
amended by FSA Regulation No. 14/POJK.04/2019 on the Amendment to FSA Regulation
No. 32/POJK.04/2015 on Capital Increase in Public Companies with Pre-Emptive Rights
(“FSAR No. 14/2019”).
PT Bukit Uluwatu Villa Tbk
(the “Company”)
Main Business Activities:
Hospitality
Domiciled in Badung Regency, Bali Province
Headquarter Office Address:
Belimbing Sari Street, Pecatu Village, Kuta District, Badung Regency,
80316
Branch Office Address:
Graha Iskandarsyah 10th floor, Jalan Raya Sultan Iskandarsyah No.
66C, South Jakarta, 12160
Telephone: (021) 5256516, Faximile: (021)5256517
Website: www.buvagroup.com, Email: info@buvagroup.com
The Company plans to carry out a PMTHMETD by issuing shares from the Company's portfolio
in the amount of up to 1,205,726,667 (one billion two hundred five million seven hundred
twenty-six thousand six hundred sixty-seven) shares with a nominal value of IDR50 (fifty
Indonesian Rupiah) per share.
Assuming all shares can be issued in this PMTHMETD, existing shareholders of the Company
will experience a decrease in their percentage of share ownership (dilution) by a maximum of
5.86% (five point eight six percent).
IF YOU HAVE ANY DIFFICULTY UNDERSTANDING THE INFORMATION CONTAINED IN
THIS CHANGES AND/OR ADDITIONAL DISCLOSURE OF INFORMATION OR DOUBT IN
MAKING A DECISION, YOU SHOULD CONSULT WITH A SECURITIES BROKER,
INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT, OR OTHER
PROFESSIONAL ADVISOR.IF YOU HAVE ANY DIFFICULTY UNDERSTANDING THE
INFORMATION CONTAINED INTHIS CHANGES AND/OR ADDITIONAL OF DISCLOSURE
OF INFORMATION OR DOUBT IN MAKING A DECISION, YOUSHOULD CONSULT WITH
A SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC
ACCOUNTANT, OR OTHER PROFESSIONAL ADVISOR.
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THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY,
BOTH INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE
COMPLETENESS AND CORRECTNESS OF ALL INFORMATION OR MATERIAL FACTS
CONTAINED IN THIS CHANGES AND/OR ADDITIONAL OF DISCLOSURE OF
INFORMATION AND CONFIRM THAT THE INFORMATION DISCLOSED IN THIS
CHANGES AND/OR ADDITIONAL OF DISCLOSURE OF INFORMATION IS TRUE AND
THERE ARE NO MATERIAL FACTS THAT ARE NOT EXPRESSED THAT COULD CAUSE
THE MATERIAL INFORMATION IN THIS CHANGES AND/OR ADDITIONAL OF
DISCLOSURE OF INFORMATION BECOME INCORRECT AND/OR MISLEADING.
THE PMTHMETD PLAN AS STATED IN THIS CHANGES AND/OR ADDITIONAL OF
DISCLOSURE OF INFORMATION WILL BE SUBJECT TO THE COMPANY’S GENERAL
MEETING OF INDEPENDENT SHAREHOLDERS.
THIS CHANGES AND/OR ADDITIONAL OF DISCLOSURE OF INFORMATION IS
IMPORTANT FOR THE INDEPENDENT SHAREHOLDERS TO CONSIDER MAKING
DECISIONS AT THE COMPANY'S GENERAL MEETING OF INDEPENDENT
SHAREHOLDERS REGARDING PMTHMETD.
BASED ON FSAR NO. 14/2019, THIS CHANGES AND/OR ADDITIONAL OF DISCLOSURE
OF INFORMATION IS ANNOUNCED ON THE INDONESIAN STOCK EXCHANGE
WEBSITE NAMELY WWW.IDX.CO.ID AND THE COMPANY’S WEBSITE
HTTP:/WWW.BUVAGROUP.COM ON DECEMBER 12, 2023.
This Changes and/or Additional of Disclosure of Information is published
in Jakarta, December 12, 2023.
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I. DEFINITIONS AND INTERPRETATIONS
IDX : Stock exchanges, as defined in Article 1 point 4 of Law
Number 8 of 1995 on the Capital Market as amended from
time to time, in this case administered by PT Bursa Efek
Indonesia, domiciled in Jakarta.
Securities Administration : PT EDI Indonesia as the securities administration bureau,
Bureau appointed by the Company to carry out the administration
of the Company's shares.
JCA : Abbreviation of PT Jagakarsa Country Arena.
MOLHR : Abbreviation for the Ministry of Law and Human Rights of
the Republic of Indonesia.
Changes and/or Additional of : Changes and/or Additional of Disclosure of Information
Disclosure of Information regarding PMTHMETD.
MLHR Abbreviation for Minister of Law and Human Rights of the
Republic of Indonesia.
FSA : Abbreviation of Financial Services Authority, an
independent institution as referred to in Law No. 21 of 2011
on the Financial Services Authority as amended by Law
No. 4 of 2023 on the Development and Strengthening of
the Financial Sector, whose duties and authorities include
regulation and supervision of financial service activities in
the banking sector, capital market, insurance, pension
funds, financing institutions, and other financial
institutions.
SPA : Shares Purchase Agreement dated January 5, 2019 made
by and between the Company and JCA.
Transfer Agreement : Transfer Agreement dated October 1, 2019 made by and
between (i) Mr. Tri Ramadi as transferee; (ii) JCA as
transferor; and (iii) the Company, where the parties has
agreed that JCA may transfer to Mr. Tri Ramadi and Mr.
Tri Ramadi will receive the transfer of all JCA’s rights and
obligations in the SPA .
Settlement Agreement : Settlement Agreement No. 19/BUV/VII/2023 dated July
17, 2023, privately made by and between the Company
and Mr. Tri Ramadi.
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PMTHMETD : The Company's plan to convert the Obligation (as defined
below) into New Shares based on the conversion price
through the Capital Increase Without Pre-Emptive Rights,
with attention to FSAR No. 14/2019.
New Shares : Shares issued from the Company's portfolio in a maximum
amount of 1,205,726,667 (one billion two hundred five
million seven hundred twenty-six thousand six hundred
sixty-seven) shares with a nominal value of IDR50,- (fifty
Indonesian Rupiah) per share, which shall be issued in
respect of PMTHMETD.
II. INTRODUCTION
This Changes and/or Additional of Disclosure of Information are made so that the Company’s
independent shareholders receive full information regarding PMTHMETD as stipulated in
FSAR No. 14/2019 and in accordance with prevailing laws and regulations, as well as the
Company’s articles of association. PMTHMETD must first obtain approval from independent
shareholders who attended the General Meeting of Independent Shareholders (“Independent
GMS”) of the Company, which shall be held on 14 December 2023.
The Company has obtained approval from third-parties in connection with the PMTHMETD
execution plan and use of PMTHMETD funds plan, as follows:
1. approval from PT Graha Perkasa Mulia Sejahtera (“GPMS”) on November 23, 2023, as
required by Credit Agreement No. 78 dated dated October 20, 2016, drawn up before
Herlina Tobing Manullang, S.H., Notary in Jakarta, as amended by Amendment to Credit
Agreement No. 032/KPO/PerubPK-RL/2017 dated May 30, 2017, made in a private deed
and sufficiently stamped, and last extended by Extension of Credit Agreement No.
081/KPO/PPK-RL/2019 dated May 17, 2019, executed privately and sufficiently
stamped, made by and between the Company and PT Bank Artha Graha Internasional
Tbk. (“PK BAG”), which has been transferred to GPMS based on the Deed of
Assignment of Rights to Claim No. 49 dated December 15, 2022, drawn up before
Christina Susanto, S.H., M.Kn., Notary in Jakarta, whereby Article 11 numbers 12 and
16 state:
“Before any form of credit facility provided by the Bank to the Debtor, along with interest,
commissions, other fees, and penalties owed by the Debtor to the Bank, is fully paid by
the Debtor, the Debtor is not allowed to do the following, among other things:
12. amend the Debtor company's articles of association; and
16. issue new shares;”
2. approval from PT Bank Mandiri (Persero) Tbk (“Bank Mandiri”) on December 11, 2023,
as required by Deed of Investment Credit Agreement Number: 91 dated October 27,
2023, between the Company and Bank Mandiri, whereby Article 18 paragraph 1 states:
“While the entire Amount Due arising from the Agreement and/or other agreements that
are integral to the Agreement has not been fully paid, without prior written consent from
the BANK, the DEBTOR shall not do the following:
1. Make amendments to the company's Articles of Association, including changes to
the management structure, capital, shareholders, and changes in the ultimate
shareholder ownership of the existing DEBTOR (either directly or indirectly), except
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for additional paid-up capital without a change in the composition of shareholders
and the percentage of share ownership, simply reported to the BANK.”
Apart from the approvals from GPMS and Bank Mandiri, the Company does not require
approval from any other third parties regarding the PMTHMETD execution plan and the use
of PMTHMETD fund plan.
As of the date of this Changes and/or Additional of Disclosure of Information, there are no
objections from any parties regarding the PMTHMETD execution plan and the use of
PMTHMETD funds plan.
There is no execution of capital increase without granting pre-emptive rights by the Company
for purposes other than improving the financial position either in the context of share
ownership programs or other share ownership programs that has not been completed (still
ongoing or outstanding) as regulated in Article 8C paragraph (1) letters a and b FSAR
14/2019.
III. PMTHMETD EXECUTION PLAN
The PMTHMETD plan that will be conducted by the Company may only be carried out after
obtaining approval from the Independent GMS and approval from IDX on listing of additional
shares, in accordance with prevailing regulations.
A. Information Regarding PMTHMETD
The Company plans to perform PMTHMETD in order to fulfill its commitment in
complying with the Obligation (as defined below) based on the SPA which has been
transferred to in accordance with Transfer Agreement. In the execution of PMTHMETD,
the Company will issue New Shares to Mr. Tri Ramadi and as payment for these New
Shares, Mr. Tri Ramadi will utilise his receivables from the Company based on SPA jo.
Transfer Agreement. The execution of PMTHMETD is carried out in accordance with
Article 10 FSAR No. 14/2019, where Mr. Tri Ramadi’s receivables have been included
in the Company’s Consolidated Financial Statement dated July 31, 2023, which have
been audited by the Public Accountant Office Tanubrata Sutanto Fahmi Bambang &
Partners (Member of BDO International Limited) which is signed by Public Accountant
Raden Ginandjar, CPA Registration No. AP.1268 with Report No.
00850/2.1068/AU.1/03/1268-1/1/X/2023 dated October 18, 2023, with a fair opinion, in
all material respects, on the consolidated financial position of the Company and its
subsidiaries as of July 31, 2023, as well as the consolidated financial performance and
its consolidated cash flows for the 7 (seven) month period ended on such date, in
accordance with Indonesian Financial Accounting Standards.
According to Article 3 letter b FSAR No. 14/2019, the PMTHMETD for purposes other
than improving financial position is carried out at a maximum of 10% (ten percent) of the
number of shares that have been issued and fully paid-up within a period of 2 (two) years
from the GMS for the PMTHMETD, wherein in this PMTHMETD, it is estimated to be a
maximum of 6.22% (six point two two percent) of the total fully issued and paid-up shares
within a period of 2 (two) years from the Independent GMS for PMTHMETD.
The Company will issue in a maximum amount of 1,205,726,667 (one billion two hundred
five million seven hundred twenty-six thousand six hundred sixty-seven) shares with a
nominal value of IDR50,- (fifty Indonesian Rupiah) per share or equivalent to a maximum
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of 5.86% (five point eight six percent) of the Company’s issued and paid-up capital after
PMTHMETD execution.
All of the new shares issued in the PMTHMETD shall be listed on IDX with due
observance of the provisions of the prevailing laws and regulations.
B. Reasons and Purposes of PMTHMETD
The Company has signed a Settlement Agreement whereby the Company's obligation
to Mr. Tri Ramadi is settled by issuing New Shares of the Company through
PMTHMETD.
C. History of Debt to be Converted and Terms and Conditions of the Settlement
Agreement
The following is the history of the Company’s debt that shall be converted into the
Company’s New Shares for the purpose of PMTHMETD:
The Company and JCA has signed the SPA, where the Company and JCA agreed that
the Company will render new shares to JCA in the form of common registered shares
with nominal value IDR50.00 (fifty Indonesian Rupiah) per shares (“Advance for Stock
Subscription”) which will be issued by the Company via the Capital Increase With Pre-
Emptive Rights (“PMHMETD”) if JCA has paid up in full amount at the date of paid-up
date. This PMHMETD plan has received approval from the Company’s shareholders at
the GMS based on the Deed of Minutes of the Extraordinary General Meeting of
Shareholders No. 18 dated June 28, 2018, drawn up before Utiek Rochmuljati
Abdurachman, S.H., M.Li., M.Kn., Notary in Jakarta.
The procedure of capital increase through PMHMETD has not been performed by the
Company, but JCA has paid up in the amount of IDR57,300,000,000.00 (fifty seven
billion three hundred million Indonesian Rupiah) during the period from July 19, 2018
until December 31, 2018. As of December 31, 2022, the Advance for Stock Subscription
has been accounted in the equity post as “Advance for Stock Subscription” in the
financial statement.
The basis for the injection is:
1) JCA intends to become of the shareholders of the Company.
2) During such period, the Company is in need of funds for operations.
3) Fund injections are made on the basis of good relations between JCA and the
Company.
The deposit of funds by JCA is recorded as a Advance for Stock Subscription presented
as part of the Short-Term Liabilities.
According to the SPA, there is no specified timeframe that requires the Company to
execute JCA’s capital investment in the Company.
On October 1, 2019, the Company, JCA, and Mr. Tri Ramadi signed a Transfer
Agreement in which JCA transferred all of its rights and obligations under the SPA to Mr.
Tri Ramadi. As a result, Mr. Tri Ramadi replaced JCA’s position in the SPA.
The reasons why Company did not immediately carry out the PMHMETD process for the
funds that had been injected by JCA as per the Share Binding Agreement and the
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reasons for the transfer to Mr. Tri Ramadi based on the Transfer Agreement were:
1) The initial plan of the Company was to raise funds of IDR100 billion to then
implement the PMHMETD;
2) Subsequently, the Covid-19 pandemic occurred, which caused potential investors
other than JCA to cancel their fund injection;
3) The Company's financial and business crisis during the Covid-19 pandemic
hindered the Company from carrying out its operations properly; and
4) Then, due to the Covid-19 pandemic, based on JCA's decision, JCA transferred the
advance capital deposit to Mr. Tri Ramadi.
Mr. Tri Ramadi then made additional fund injections to the Company in the amount of
IDR15,043,600,000.00 (fifteen billion forty-three million six hundred thousand Indonesian
Rupiah) during the period from November 18, 2019, to December 31, 2020.
As a result, the total amount received by the Company was IDR72,343,600,000.00
(seventy-two billion three hundred forty-three million six hundred thousand Indonesian
Rupiah) ("Obligation").
The Company has adjusted the Advance for Stock Subscription account in the name of
Mr. Tri Ramadi to the Share Subscription Advance account, which is presented as part
of the Short-Term Liabilities in the Company's consolidated financial position report as
of July 31, 2023.
In connection with the matters above, the Company and Mr. Tri Ramadi had agreed to
create and sign the Settlement Agreement whereby:
(i) the Company acknowledges its indebtedness to Mr. Tri Ramadi in the amount of
IDR72,343,600,000.00 (seventy-two billion three hundred forty-three million six
hundred thousand Indonesian Rupiah);
(ii) amending the provisions of the conversion procedure for the Obligation, originally
required be done through the PMHMETD procedure to PMTHMETD;
(iii) establishing the terms and conditions for the conversion of the Obligation into
New Shares of the Company.
Based on the Settlement Agreement, the parties agree to convert the Obligation into
common registered shares on the date of PMTHMETD execution, subject to the
following conditions:
(i) The Company shall convert the Obligation as defined in the Company’s
Consolidated Financial Statement as of July 31, 2023 which have been audited by
the Public Accountant Office Tanubrata Sutanto Fahmi Bambang & Partners
(Member of BDO International Limited) into New Shares, through the PMTHMETD
subject to FSAR No. 14/2019 and other relevant laws and regulations regarding
PMTHMETD.
(ii) The Price of New Shares to be issued shall be determined based on the calculation
at least 90% (ninety percent) of the average closing price of the Company's shares
during a period of 25 (twenty five) consecutive trading days in the regular market
prior to the date of application for listing of additional shares result from the
PMTHMETD, in accordance with the provisions of IDX Regulation No. I-A,
Attachment to IDX Board of Directors Decree No. Kep. 00101/BEI/12-2021
concerning the Listing of Shares and Equity Securities Other Than Shares Issued
by Listed Companies ("IDX Regulation No. I-A").
(iii) The Obligation will be considered as settled when Mr. Tri Ramadi receives the
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New Shares and the New Shares resulting from the conversion of the Obligation
into the Company’s shares are listed on the IDX.
Based on the Settlement Agreement, the Company and Mr. Tri Ramadi agreed that the
PMTHMETD shall be effective after the following preliminary requirements are met:
(i). Obtaining approval from the Company's Board of Commissioners at the latest
when submitting disclosure of information regarding the PMTHMETD to the
Company's shareholders, which has been obtained based on a Circular Decision
in Lieu of the Company's Board of Commissioners Meeting on December 7, 2023;
(ii). Obtaining approval from the independent shareholders of the Company who
approve the PMTHMETD; and
(iii). Obtaining application for approval of share listing on the IDX.
These preliminary requirements must be fulfilled by the Company no later than
December 31, 2023 ("Closing Date"). It has also been agreed that the parties can
extend the Closing Date based on a written agreement which is an integral part of the
Settlement Agreement.
D. Information Regarding Agreements Related to the PMTHMETD
.
1. Information regarding the SPA
The Parties : • The Company
• JCA
(collectively, the Company and JCA shall be
referred to as "the Parties")
Main Provisions of the : The Parties agree that the Company shall
Agreement transfer the shares to JCA once JCA has
completed the entire capital injection on the
deposit date.
The Parties agree that the transferred shares
will be conveyed at a shares price in
accordance with the terms and conditions
stipulated by the applicable regulations.
Governing Law : The laws of Republic of Indonesia
Dispute Resolution : National Arbitration Board of Indonesia
(Badan Arbitrase Nasional Indonesia or
"BANI")
JCA Commitment : Based on the Memorandum of Understanding
on Share Purchase through PMHMETD dated
July 19, 2018, made between the Company
and JCA, JCA intends to participate in the
execution of the Company's PMHMETD as
much as possible, with a total number of
shares equivalent to the value of
IDR100,000,000,000 (one hundred billion
Indonesian Rupiah).
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2. Information regarding the Transfer Agreement
The Parties : • The Company
• JCA (as Transferor)
• Mr. Tri Ramadi (as Transferee)
(collectively, the Company, JCA, and Mr. Tri
Ramadi shall be referred to as "the Parties")
Transfer : The Transferor hereby transfers and assigns
to the Transferee all rights, benefits, and
interests to receive any and any shares of the
Company, money, and any kind of distribution
or payment, whether currently existing or
subsequently arising, and whether currently
owned or to be acquired in the future, arising
from or in connection with the transferred
rights and obligations based on the terms and
conditions of the agreement.
For the avoidance of doubt, what is
transferred to the Transferee includes all
rights and obligations in the SPA previously
held by JCA, including all capital injections
made by JCA to the Company, which are now
fully vested in the Transferee.
The Parties agree that the transfer of rights
and obligations in the SPA to the Transferee
shall be effective as of the date of the
notification letter, and the Transferor agrees
that as of the effective date, the Transferor
releases all rights in the SPA as they have
been fully transferred to the Transferee.
Governing Law : The laws of Republic of Indonesia
Dispute Resolution : BANI
3. Information regarding the Settlement Agreement
Para Pihak : • The Company
• Mr. Tri Ramadi
(collectively, the Company and Mr. Tri Ramadi
shall be referred to as "the Parties")
Acknowledgement of : The Company acknowledges its debt to Mr. Tri
Obligations Ramadi in the amount of
IDR72,343,600,000.00 (seventy-two billion
three hundred forty-three million six hundred
thousand Indonesian Rupiah).
Settlement of : • The Company acknowledges its debt to
Obligations Mr. Tri Ramadi in the amount of
IDR72,343,600,000.00 (seventy-two
billion three hundred forty-three million six
hundred thousand Indonesian Rupiah).
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• The execution of PMTHMETD will be
carried out under the following conditions:
- The price of the new shares to be
issued will be determined based on a
calculation of at least 90% (ninety
percent) of the average closing price
of the Company's shares during a
period of 25 (twenty-five)
consecutive Trading Days on the
regular market before the date of the
application for the additional listing of
shares resulting from PMTHMETD,
in accordance with the provisions of
Regulation No. I-A of the Indonesia
Stock Exchange regarding the
Listing of Shares and Equity
Securities Other than Shares Issued
by Listed Companies.
- The Obligation will be considered
fulfilled when Mr. Tri Ramadi receives
the New Shares, and the recording of
the New Shares resulting from the
conversion of the obligation into the
Company's shares on IDX.
Effective Date of the : • PMTHMETD will be effective upon the
PMTHMETD fulfillment of the preliminary conditions as
follows:
- Obtaining approval from the
Company's Board of Commissioners
no later than the delivery of the
disclosure of information on the
PMTHMETD to the Company's
shareholders;
- Obtaining approval from the
independent shareholders of the
Company who approve the
PMTHMETD; and
- Obtaining the application for approval
of share listing on IDX;
These preliminary conditions must have
been fulfilled by the Company no later than
December 31, 2023 ("Closing Date").
• The Parties may extend the Closing Date
based on a written agreement that is an
integral part of this Agreement.
Governing Law : The laws of Republic of Indonesia
Dispute Resolution : BANI
E. Estimated Period of PMTHMETD Execution
The execution of PMTHMETD will be carried out after obtaining the approval of the
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independent shareholders in the Independent GMS, which shall be held on December
14, 2023.
The Company's Shareholders eligible to attend or be represented in the GMS are the
shareholders whose names are registered in the Register of Shareholders on
November 21, 2023, by 4.00 p.m. Western Indonesian Time and/or the Company's
shareholder in the securities sub-account at the Indonesian Central Securities
Depository (PT Kustodian Sentral Efek Indonesia or (“KSEI”) at the close of trading in
the Company's shares on IDX on November 21, 2023.
Below are the indicative and estimated timeline for the execution of the Company’s
Independent GMS in connection with the PMTHMETD process:
1. Notifications of the GMS agenda to FSA : October 31, 2023
2. Announcement regarding the plan of GMS and : November 7, 2023
Disclosure of Information regarding PMTHMETD
3. Date of List of Shareholders entitled to attend the : November 21, 2023
GMS (Recording Date)
4. Invitation of Independent GMS : November 22, 2023
5. Announcement of Changes and/or Additional of : December 12, 2023
Disclosure of Information
6. Performance of Independent GMS : December 14, 2023
The Independent GMS shall be held both will be held both physically and electronically
through the Electronic General Meeting System provided by KSEI on:
Day : Thursday, December 14, 2023
Time : 10:00 AM onwards
Venue : Hotel Alila SCBD, North Gallery 3rd Floor, SCBD Lot
11, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190.
The agendas related to the PMTHMETD to be discussed in the Company's Independent
GMS includes the Approval of the plan for issuing new shares through the
implementation of Capital Increase without the Preemptive Rights ("PMTHMETD") for
other than improving the financial position, in accordance with the provisions stipulated
in Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increase in
Public Companies with Pre-Emptive Rights (“FSAR No. 32/2015”), as amended by FSA
Regulation No. 14/POJK.04/2019 on the Amendment to FSA Regulation No.
32/POJK.04/2015 on Capital Increase in Public Companies with Pre-Emptive Rights
(“FSAR No. 14/2019”).
The quorum for attendance and decision-making for the Independent GMS agenda
above is as follows:
a. Quorum for attendance at the Independent GMS must be attended by shareholders
representing at least ½ (one per two) of the total shares with valid voting rights held
by independent shareholders and shareholders who are not affiliated with the
Company, members of the Board of Directors, members of the Board of
Commissioners, major shareholders of the Company, or the Company's controller.
b. Decision-making quorum is valid if approved by a vote of more than ½ (one per two)
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of the total shares with valid voting rights held by independent shareholders and
shareholders who are not affiliated with the Company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders of the
Company, or the Company's controller.
c. If the quorum as intended for the first Independent GMS is not met, the second
Independent GMS can be held if attended by more than ½ (one per two) of the total
shares with valid voting rights held by independent shareholders and shareholders
who are not affiliated with the Company, members of the Board of Directors,
members of the Board of Commissioners, major shareholders of the Company, or
the Company's controller.
d. Decisions at the second Independent GMS are valid if approved by more than ½
(one per two) of the total shares with valid voting rights held by independent
shareholders and shareholders who are not affiliated with the Company, members
of the Board of Directors, members of the Board of Commissioners, major
shareholders of the Company, or the Company's controller present at the second
Independent GMS.
e. If the quorum for attendance at the second Independent GMS is not met, the third
Independent GMS can be held with the provisions that the third Independent GMS
is valid and has the right to make decisions if attended by Independent
Shareholders, within the quorum set by the Financial Services Authority upon the
Company's request.
f. Decisions at the third Independent GMS are valid if approved by Independent
Shareholders representing more than 50% (fifty percent) of the shares held by
independent shareholders and shareholders who are not affiliated with the
Company, members of the Board of Directors, members of the Board of
Commissioners, major shareholders of the Company, or the Company's controller
present at the third Independent GMS.
F. Plans to Use of PMTHMETD Funds
PMTHMETD is carried out for the purpose of converting the Obligation into the
Company’s New Shares and there are no cash payments involved in the execution of
PMTHMETD. Thus, the use of PMTHMETD serves as the settlement of the Obligation
to Mr. Tri Ramadi in accordance with the agreement in the Settlement Agreement.
The Capital Deposit Funds provided by JCA and Mr. Tri Ramadi are utilized by the
Company to repay the Company's loans to PT Bank Victoria International Tbk and PT
Bank Artha Graha Internasional Tbk, as well as to provide loans to the Company's
subsidiary, namely PT Bukit Lentera Sejahtera.
G. PMTHMETD Exercise Price
According to the provisions of the IDX Regulation No. I-A and considering that the
Company is conducting PMTHMETD for purposes other than improving financial
position, the exercise price is determined based on calculation at least 90% (ninety
percent) of the average closing price of the Company's shares during a period of 25
(twenty five) consecutive trading days in the regular market prior to the date of application
for listing of additional shares result from the PMTHMETD.
The New Shares issued from the Company's portfolio through PMTHMETD will be listed
on IDX in accordance with the prevailing laws and regulations, including Regulation No.
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I-A. The New Shares will have the same rights as the Company’s other shares already
listed on IDX prior to the PMTHMETD, including the right to receive dividends.
IV. MANAGEMENT DISCUSSION AND ANALYSIS
The improved financial position of the Company following the restructuring of a significant portion
of the Company's debt, which was then converted into shares through PMTHMETD in July 2023,
is reflected in:
1. The Company's net working capital improved to a negative IDR1,120,329,232,039,- (one
trillion one hundred and twenty billion three hundred and twenty-nine million two hundred and
thirty-two thousand and thirty-nine Indonesian Rupiah) as of July 31, 2023, from the previous
negative IDR1,960,431,468,503,- (one trillion nine hundred sixty billion four hundred thirty-
one million four hundred sixty-eight thousand five hundred three Indonesian Rupiah) as of
December 31, 2022.
2. The Company's equity improved to a positive IDR656,091,787,255,- (six hundred fifty-six
billion ninety-one million seven hundred eighty-seven thousand two hundred fifty-five
Indonesian Rupiah) as of July 31, 2023, from the previous negative IDR231,432,734,020,-
(two hundred thirty-one billion four hundred thirty-two million seven hundred thirty-four
thousand twenty Indonesian Rupiah) as of December 31, 2022.
The recovery of the tourism industry since mid-2022 after the end of the Covid-19 pandemic has
had a positive impact on hotels, especially in Bali. The performance of the Company's hotels in
Bali has shown a significant improvement, which can be seen from the achievement figures for
the first 7 (seven) months of 2023 compared to the same period in 2022:
1. Revenue increased by 120.25% (one hundred and twenty point two five percent) to
IDR202,106,826,710,- (Two hundred two billion one hundred six million eight hundred
twenty-six thousand seven hundred ten Indonesian Rupiah) from IDR91,762,027,192,-
(ninety-one billion seven hundred sixty-two million twenty-seven thousand one hundred
ninety-two Indonesian Rupiah). The occupancy rate in the hotels started to recover in the
second half of 2022 compared to 2023, which has been improving since the beginning of the
year.
2. Gross profit increased by 134.46% (one hundred thirty four point four six percent) to
IDR142,611,619,870,- (one hundred forty-two billion six hundred eleven million six hundred
nineteen thousand eight hundred seventy Indonesian Rupiah) from IDR60,824,325,484,-
(sixty billion eight hundred twenty-four million three hundred twenty-five thousand four
hundred eighty-four Indonesian Rupiah). The gross profit margin increased to 70.56%
(seventy point five six percent) from 66.28% (sixty-six point two eight percent).
3. Operating losses decreased by 83.03% (eighty-three point zero three percent) to negative
IDR2,656,369,819,- (two billion six hundred fifty-six million three hundred sixty-nine thousand
eight hundred nineteen Indonesian Rupiah) from negative IDR15,656,918,237,- (fifteen
billion six hundred fifty-six million nine hundred eighteen thousand two hundred thirty-seven
Indonesian Rupiah). The Company has been able to maintain cost efficiency levels achieved
during the Covid-19 pandemic.
4. Current period losses decreased by 62.41% (sixty-two point four one percent) to negative
IDR13,118,699,689,- (thirteen billion one hundred eighteen million six hundred ninety-nine
thousand six hundred eighty-nine Indonesian Rupiah) from negative IDR34,895,913,820,-
(thirty-four billion eight hundred ninety-five million nine hundred thirteen thousand eight
hundred twenty Indonesian Rupiah).
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The Company's management continues to make efforts to improve the Company's financial
performance, including through further restructuring, which involves:
1. Obtaining additional loans from PT Bank Mandiri (Persero) Tbk with better terms and
conditions to replace loans from other creditors, namely PT Nusantara Utama Investama.
This will result in financial cost efficiency and a longer loan repayment period.
2. Converting the third-party debt owed to Mr. Tri Ramadi into shares through the PMTHMETD
plan. This allows the funds that previously needed to be repaid to be used for investment in
other projects with the aim of improving the Company's profitability.
3. Evaluating subsidiary entities with unfinished projects, with alternative actions such as
divesting ownership or inviting new investors.
Comparison of the financial condition and financial ratios of the Company prior and after the
PMTHMETD with reference to the related accounts in the Company's Financial Statements isas
follows:
(in IDR millon)
Asset Prior PMTHMETD After PMTHMETD
Income 202,106,826,710 202,106,826,710
Gross Profit 142,611,619,840 142,611,619,840
Loss from Operations (2,656,369,819) (2,656,369,819)
Loss Before Final Tax and Income Tax
Expense (13,117,983,088) (13,117,983,088)
Current Period Loss (13,118,699,689) (13,118,699,689)
Comprehensive Income for the 138.162.295.457 138.162.295.457
Current Period
Basic Earnings per Share ( 0.68) ( 0.68)
Assets
Total Current Assets 69,176,505,104 69,176,505,104
Total Non-Current Assets 1,872,992,257,633 1,872,992,257,633
Total Assets 1,942,168,762,737 1,942,168,762,737
Liability
Total Current Liability 1,189,505,737,143 1,117,162,137,143
Total Non-Current Liability 96,571,238,339 96,571,238,339
Total Liability 1,286,076,975,482 1,213,733,375,482
Equity
Share Capital 969,237,327,300 1,029,523,660,600
Additional Paid in Capital 466,362,063,416 478,419,330,116
Retained Earnings (1,373,420,057,186) (1,373,420,057,186)
Other Equity Items 593,912,453,725 593,912,453,725
Total Equity 656,091,787,255 728,435,387,255
Total Liability and Equity 1,942,168,762,737 1,942,168,762,737
Net Working Capital (1,120,329,232,039) (1,047,985,632,039)
Current Ratio 0.0582 x 0.0619 x
Asset to Liability Ratio 151.01% 160.02%
Debt to Equity Ratio 196.02% 166.62%
Debt to Asset Ratio 66.22% 62.49%
V. IMPACT OF THE EXECUTION OF PMTHMETD TO THE SHAREHOLDERS
After the new issued and paid-up capital of the Company in the context of implementing
PMTHMETD becomes effective, the existing shareholders of the Company shall experience a
decrease in the percentage of their shareholding (dilution) in the amount of 5.86% (five point eight
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six percent). However, the number of shares that owned by existing shareholders before and after
the issuance of New Shares of the Company has not changed.
VI. CAPITAL STRUCTURE PRIOR TO AND FOLLOWING PMTHMETD
A. Capital Structure Prior to PMTHMETD
Based on the Deed of Board Commissioner’s Written Resolution of “PT Bukit Uluwatu Villa
Tbk.” No. 12 dated August 3, 2023, drawn up before Yumna Shabrina, S.H., M.Kn., the
substitute Notary for Ashoya Ratam, S.H., M.Kn., a Notary in South Jakarta Administrative
City, which has been notified to the MOLHR based on the Acknowledgement of Amendment
of Articles of Association Acceptance Letter under No. AHU-AH.01.03-0103655 dated
August 4, 2023, and has been registered in the Company Register under No. AHU-
0154622.AH.01.11.Tahun 2023 dated August 4, 2023, and has been announced in the State
Gazette of the Republic of Indonesia No. 82 dated October 13, 2023, Supplement No. 31879
(“Deed No. 12/2023") juncto the Register of Shareholders of PT Bukit Uluwatu Villa Tbk.
as of November 3, 2023, issued by the Company's Securities Administration Bureau, the
Company's capital structure prior to PMTHMETD is as follows:
Nominal Value of IDR50 per Share
Information Total Nominal Value Percentage
Total Shares
(IDR) (%)
Authorized Capital 75,000,000,000 3,750,000,000,000 -
Shareholders Name:
1. PT Nusantara Utama Investama 12,573,477,346 628,673,867,300 64.86
2. PT Asia Leisure Network 1,702,818,712 85,140,935,600 8.78
3. NV III Holdings Limited 885,770,600 44,288,530,000 4.57
4. PT Mitra Sawit Baru 1,893,285,900 94,664,295,000 9.77
5. Public 2,329,393,988 116,469,699,400 12.02
Issued and Paid-Up Capital 19,384,746,546 969,237,327,300 100.00
Shares in Portfolio 55,615,253,454 2,780,762,672,700 -
B. Capital Structure Following PMTHMETD
The Company's capital structure following PMTHMETD is as follows:
Nominal Value of IDR50 per Share
Information Total Nominal Value Percentage
Total Shares
(IDR) (%)
Authorized Capital 75,000,000,000 3,750,000,000,000 -
Shareholders Name:
1. PT Nusantara Utama Investama 12,573,477,346 628,673,867,300 61.06
2. PT Mitra Sawit Baru 1,893,285,900 94,664,295,000 9.19
3. PT Asia Leisure Network 1,702,818,712 85,140,935,600 8.27
4. NV III Holdings Limited 885,770,600 44,288,530,000 4.30
5. Tri Ramadi 1,205,726,667 60,286,333,300 5.86
6. Public 2,329,393,988 116,469,699,400 11.31
Issued and Paid-Up Capital 20,590,473,213 1,029,523,660,600 100.00
Shares in Portfolio 54,409,526,787 2,720,476,339,400 -
The Company is not currently involved in any legal proceedings or disputes outside of the courts
and/or civil, criminal, business competition, and/or other disputes in judicial or arbitration
institutions both in Indonesia and abroad or administrative disputes with government authorities,
including tax obligations, or disputes related to labor/industrial relations or bankruptcy, debt
payment delays or filing for bankruptcy, or filing for debt payment delays or is not facing any
significant and material summons that could significantly affect the company's position, role,
and/or business continuity, PMTHMETD plan and the plan to use of its funds.
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Furthermore, each member of the Board of Directors and the Board of Commissioners of the
Company (i) has never been or is not currently involved in (a) civil, criminal, business
competition, and/or disputes in judicial or arbitration institutions both in Indonesia and abroad,
or (b) administrative disputes with government authorities, including disputes related to tax
obligations, or (c) disputes related to labor/industrial relations, or (d) has never been declared
bankrupt, or (e) involved in debt payment delays that could significantly affect the company's
position, role, and/or business continuity, as well as the plans for PMTHMETD and the use of
its funds; or (ii) they are not members of the Board of Directors or the Board of Commissioners
who have been found guilty of causing a company to be declared bankrupt or are not currently
facing significant and material summons that could affect the company's position, role, and/or
business continuity, as well as the plans for PMTHMETD and the use of its funds.
VII. INFORMATION ON THE PROSPECTIVE NEW SHAREHOLDER
A. Brief Information
The following is a brief biography of the prospective new shareholder:
Tri Ramadi, an Indonesian citizen, 52 (fifty-two) years old, born in Pontianak on
November 23, 1971.
B. Address
Taman Surya Block OO-2/6, RT/RW 007/017, Pegadungan Sub-district, Kalideres
District, West Jakarta City, DKI Jakarta Province.
C. Information Regarding Affiliation
The Prospective New Shareholder is an affiliated party of the Company.
VIII. COMPANY INFORMATION
A. Brief History of the Company
The Company is a limited liability company established under the laws of the Republic of
Indonesia and domiciled in Badung Regency. The Company was established under the
name "PT Bukit Uluwatu Villa" as stated in the Deed of Limited Liability Company “PT
Bukit Uluwatu Villa” No. 53 dated December 15, 2000, drawn up before Sugito Tedjamulja,
S.H., Notary in Jakarta, which has been approved by the MLHR by virtue ofits decree No.
C-27344HT.01.01.TH.2003 on November 14, 2003, and has beenregistered in Company
Register under No. TDP 220815503898 and has been announced in the Supplement State
Gazette No. 7433, State Gazette of the Republic ofIndonesia No. 44 on May 30, 2008.
In 2010, the Company made an initial public offering of shares and changed its status to
"PT Bukit Uluwatu Villa Tbk." as stated in the Deed of Statement of Shareholders'
Resolution of PT. Bukit Uluwatu Villa No.182 dated February 25, 2010, drawn up before
Aulia Taufani, S.H., Notary in the City of South Jakarta and has received MLHR approvalin
accordance with its Decree No.AHU-1605.AH.01.02 of 2010 and has been registeredin
the Register of Companies under No.AHU-0017145.AH.01.09 of 2010 on March 5, 2010
and has been received and recorded in the Legal Entity Administration System (Sistem
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Administrasi Badan Hukum or “SABH”) database under No. AHU- AH.01.10-06359 on
March 15, 2010 and has been registered in the Company Register under No.AHU-
0019783.AH.01.09 of 2010 dated March 15, 2010, and has been announced in the State
Gazette of the Republic of Indonesia No. 91 dated November 12, 2010, Supplement No.
38950.
The Company's Articles of Association have been amended several times, most recently
by Deed No. 12/2023.
The current controller of the Company is PT Nusantara Utama Investama. The beneficial
owner of the Company is Mr. Hapsoro, in accordance with the Statement of Beneficial
Owner submitted by the Company to the MOLHR on December 11, 2023, where Mr.
Hapsoro has met the criteria as the Beneficial Owner outlined in Article 4 paragraph 1
letter e. has the authority or power to influence or control the limited liability company
without requiring authorization from any party; f. receives benefits from the limited liability
company; and g. is the actual owner of the funds for ownership of shares in the limited
liability company, as stipulated in Presidential Regulation No. 13 of 2018 on the
Implementation of Recognizing Beneficial Owners of Corporations in the Context of
Prevention and Eradication of Money Laundering and Terrorism Crimes, and Minister of
Law and Human Rights Regulation No. 15 of 2019 on the Procedures for Implementing
the Recognition of Beneficial Owners of Corporations.
B. Purpose and Objectives and Business Activities of the Company
Based on Article 3 of the Company's articles of association as stated in Deed of Resolution
of the Annual General Meeting of Shareholders No. 64 dated June 28, 2023, made before
Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which has
obtained the approval from the MLHR in accordance with its decree No. AHU-
0037368.AH.01 of 2023 on July 3, 2023 and has been notified to the MLHR based on the
Acknowledgement of Amendment of Articles of Association Acceptance Letter No. AHU-
AH.01.03-0086077 dated July 3, 2023, both of which have been registered in the Register
of Companies at the MLHR under No. AHU-0123413.AH.01.11. of 2023 on July 3, 2023,
the purpose and objective of the Company is to engage in business in the field of
accommodation and real estate provision.
To achieve the purposes and objectives above, the Company may engage the main
business activities as follows:
- A Star Hotel (KBLI No. 55110)
This includes providing accommodation services that meet the criteria for star hotels,
as well as other services to the general public, using some or all of the buildings.
- Other Accommodations Services (KBLI No. 55900)
This encompasses providing accommodation services for a non-extended period of
time. It includes offering accommodations for longer or shorter durations, including
single or shared rooms, as well as dormitories for students, seasonal workers, and
similar purposes. This accommodation service extends to student housing, school
dormitories, worker dormitories, and boarding houses, with or without meals.
- Owned or Rented Real Estate (KBLI No. 68111)
This involves the purchase, sale, leasing, and operation of real estate, whether
owned or leased, including apartment buildings, residential buildings, and non-
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residential buildings (such as warehouses, malls, shopping centers, and others). It
also includes providing houses and flats or apartments, with or without furnishings,
for permanent use on a monthly or yearly basis. This encompasses land sales,
developing buildings for self-operation (for renting out spaces within the building),
land subdivision without land development, and operating residential areas for mobile
homes.
To support its main business activities, the Company may engage in auxiliary business
activities related to the rental of venues for MICE (Meetings, Incentives, Conferences, and
Exhibitions) and special events. This includes renting out locations and facilities for the
organization of meetings, incentive travel, conventions, exhibitions, or special events.
Rentals are made for specific periods, including preparation, event execution, and
dismantling. The venues in question encompass convention centers, exhibition centers,
and special-purpose/multi-purpose venues.
The Company has conducted its business activities in accordance with the purpose and
objectives stated in the Company's articles of association. The actual activities carried out
by the Company include operating a star-rated hotel, as aligned with the Company's
articles of association.
The main and supporting business activities of the Company, as specified in the articles
of association, have been adjusted in accordance with the Central Statistics Agency
Regulation No. 2 of 2020 on the Standard Classification of Indonesian Business Fields
(”KBLI 2020”).
The Company has obtained all the necessary valid permits required for the business
activities it undertakes.
C. Composition of the Company's Board of Commissioners and Directors
The composition of the Company's Board of Commissioners and Board of Directors as
stated in the Deed of Resolution Statement of the Annual General Meeting of
Shareholders of PT Bukit Uluwatu Villa Tbk. No. 63 dated June 28, 2023, drawn up before
Ashoya Ratam, S.H., M.Kn., Notary in the Administrative City of South Jakarta, which has
been notified to the MLHR on the Acknowledgment of Change of Company Data
Acceptance Letter No. AHU-AH.01.09-0135944 on July 7, 2023, and has been registered
in the Company Register under No. 0127814.AH.01.11.Year 2023 on July 7, 2023, is as
follows:
Board of Commissioners
President Commissioner : Astini Bernawati Oudang
Commissioner : Cindy Budijono
Independent Commissioner : Seong Hoon Park
Directors
President Director : Satrio
Director : Hendry Utomo
IX. STATEMENT OF THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS
This Changes and/or Additional of Disclosure of Information has been approved by the Board
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of Commissioners and Directors of the Company, and therefore the Board of Commissioners
and Directors of the Company, both individually and jointly, are fully responsible for the
accuracy and completeness of all information or material facts contained in this Changes and/or
Additional of Disclosure of Information, as well as the fairness and correctness of the opinions
expressed in this Changes and/or Additional of Disclosure of Information. After conducting a
reasonable assessment, the Board of Commissioners and the Board of Directors of the
Company, confirm that there are no important and relevant facts that have not been disclosed
that could cause the information or material facts in this Changes and/or Additional of
Disclosure of Information to be incorrect and/or misleading.
X. CLOSING
To obtain information regarding the PMTHMETD plan, the Company's independent
shareholders may submit their requests to the Company's Corporate Secretary, during normal
business hours at the following address:
Corporate Secretary
PT Bukit Uluwatu Villa Tbk.
Sequis Center 9th floor, Jl. Jend. Sudirman No. 71, South Jakarta, 12190
Website : www.buvagroup.com
Email : info@buvagroup.com
19
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