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20231205_KKGI_Laporan Informasi dan Fakta Material_31545522_lamp2.pdf
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`` PT. RESOURCE ALAM INDONESIA Tbk.
REVISION AND/OR ADDITION TO DISCLOSURE OF INFORMATION OF
PT RESOURCE ALAM INDONESIA TBK REGARDING
PROPORTIONAL DISTRIBUTION OF SHARES RESULTING FROM BUYBACK
(TREASURY SHARES) TO SHAREHOLDERS
This disclosure of information is made and intended to fulfill the Financial Services Authority
Regulations (“OJK”) Number 27/POJK.04/2020 dated April 23th, 2020 concerning Share Bonuses
(“POJK No. 27/2020”).
PT RESOURCE ALAM INDONESIA TBK
(“Company”)
Main Business Activities
Coal Mining, Wholesaling, Real Estate, and
Holding Company Activities
Located at
Central Jakarta, DKI Jakarta, Indonesia
Office
Bumi Raya Utama Group Building
Jl. Pembangunan I No.3, Jakarta 10130
Telephone: (021) 633 3036 (Hunting)
(021) 39525530
Fax: (021) 633 7006
Website : www.raintbk.com
Email: info@raintbk.com
Disclosure of Information is addressed to the Company's shareholders in the context of implementing
the proportional distribution of shares resulting from buyback (Treasury Shares) to shareholders.
The Extraordinary General Meeting of Shareholders ("EGMS") will be held on December 7th, 2023 at
10.30 WIB at Sampoerna Strategic Square, Jakarta. The EGMS Notice and Invitation will be
announced via the PT Bursa Efek Indonesia ("BEI") website and the Company's website on October
31st, 2023 and November 15th, 2023 respectively.
THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS, ARE FULLY
RESPONSIBLE FOR THE TRUTH AND COMPLETENESS OF THE INFORMATION AS DISCLOSED
IN THIS DISCLOSURE OF INFORMATION , AND AFTER CARRYING OUT CAREFUL RESEARCH,
AFFIRM THAT TO THE EXTENT OF THEIR KNOWLEDGE AND BELIEF THERE ARE NO MATERIAL
IMPORTANT FACTS THAT HAVE NOT BEEN DISCLOSED OR OMISSED IN THIS DISCLOSURE OF
INFORMATION THUS CAUSING THE INFORMATION PROVIDED IN THIS DISCLOSURE OF
INFORMATION TO BE INCORRECT AND/OR MISLEADING.
Addition and/or Revision to This Disclosure of Information was published
in Jakarta on December 5th, 2023
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`` PT. RESOURCE ALAM INDONESIA Tbk.
I. INTRODUCTION
With reference to OJK Regulation Number 30/POJK.04/2017 concerning the Buyback of Shares Issued
by Public Companies ("POJK No. 30/2017") jo. Law Number 40 of 2007 concerning Limited Liability
Companies ("UUPT"), the Company has carried out a buyback of shares issued by the Company in
period I totaling 154,876,685 shares during the period October 29st,2012 to April 28 th,2014 and Period
II amounted to 25,000,000 shares during the period June 06th,2014 to December 5th, 2015. Total share
purchases for periods 1 and 2 amounted to 179,876,685 shares ("Treasury Shares").
Regarding these Treasury Shares, the Company has an obligation to carry out the transfer, in the
manner and within the time period specified in POJK No. 30/2017.
Referring to Article 15 POJK No. 30/2017, Public Company that still controls the shares resulting from
the repurchase for a period of 3 (three) years from the completion of the share repurchase, the Public
Company is obliged to start transferring the shares resulting from the repurchase within a maximum
period of 2 (two) years in the manner and the time period specified in POJK No. 30/2017.
Based on POJK No. 30/2017 the transfer of shares resulting from the buyback can be carried out by,
among others: (i) implementing a share ownership program by employees and/or directors and
commissioners (Article 17 point c. POJK No. 30/2017) and (ii) other means by Financial Services
Authority approval (Article 17 point e. POJK No. 30/2017).
In order to carry out the distribution of Treasury Shares by proportionally distributing the shares resulting
from the buyback to all shareholders, the Company refers to POJK No.27/2020.
For this reason, the Company has submitted a letter to the OJK requesting OJK approval accompanied
by an explanation of the Company's plan to transfer Treasury Shares by proportionally distributing
shares resulting from the buyback to all shareholders.
Based on the Company's request, OJK through letter Number: S-347/D.04/2023 dated November 8th,
2023 Regarding Instruction for Certain Actions to PT Resource Alam Indonesia Tbk, responded that in
order to transfer the buyback shares, the Company is required to :
1. The Company is obliged to transfer shares resulting from phase I buyback totaling 154,876,685
shares no later than the end of June 2024;
2. In the event that the transfer of shares resulting from buyback to shareholders is carried out in a
manner other than that intended in Article 17 letter a POJK 30/2017, the Company is required to
obtain shareholder approval at the General Meeting of Shareholders (GMS) which is held in
accordance with the procedures set forth in POJK 15/2020 regarding the Plan and Implementation
of the General Meeting of Shareholders of Public Companies;
3. In the event that the transfer of shares resulting from buyback is carried out by distributing them
proportionally to all shareholders, the Company is obliged to comply with the provisions of POJK
No.27/2020.
Based on the OJK letter, the Company has committed to implement these instructions after requesting
approval at the Extraordinary General Meeting of Shareholders (EGMS) in accordance with the quorum
requirements stipulated by UUPT, laws and regulations in the capital market sector, and the Company’s
article of association.
The implementation of proportional distribution of shares resulting from the buyback to shareholders
refers to Article 2 POJK No. 27/2020 and the implementation of the distribution of the Management
Stock Option Plan (MSOP) refers to PSAK No. 53 articles 10 and 11.
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`` PT. RESOURCE ALAM INDONESIA Tbk.
In accordance with the provisions of Article 4 POJK No. 27/2020, the Company's Board of Directors
announced this Disclosure of Information with the aim of providing more complete information and
description to the Company's shareholders regarding the Company's plan to proportionally distribute
the shares resulting from buyback (treasury shares) to shareholders.
II. DESCRIPTION OF THE PROPORTIONAL DISTRIBUTION OF SHARES RESULTING FROM
BUYBACK TO SHAREHOLDERS
A. BACKGROUND TO THE PROPORTIONAL DISTRIBUTION OF SHARES RESULTING
FROM BUYBACK TO SHAREHOLDERS
The distribution of shares resulting from buyback to shareholders that will be carried out by the
Company is in order to fulfill the Company's obligation to transfer Treasury Shares whose term
has expired.
Treasury shares are one of the equity components in the Company's consolidated financial
statements ending on December 31st, 2022 which have been audited by the Public Accounting
Firm Johan Malonda Mustika & Partners published on March 27th, 2023 ("Financial Reports").
Thus, the proportional distribution of shares resulting from buyback to shareholders refers to
Article 2 of POJK No. 27/2020. Accounting journal related to the proportional distribution of
shares resulting from the buyback to shareholders in accordance with the relevant Statement
of Financial Accounting Standards (PSAK).
Adjustment Journal Entry
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`` PT. RESOURCE ALAM INDONESIA Tbk.
Proforma of Changes in Equity Components
Criteria for Eligible Management Receiving MSOP Program Shares
Management who are entitled to receive MSOP program shares are:
1. Management who has held strategic positions or key positions and have worked for at
least 10 (ten) years or more;
2. Management who has performed well based on the results of evaluation of Key
Performance Indicators (KPI).
(hereinafter referred to as “Selected Management”)
MSOP Program Implementation Mechanism
The shares resulting from the buyback will be given directly to Selected Management in 1 (one)
implementation stage, which must be completed no later than 30 (thirty) days from the date of
the distribution.
Selected Management are required to first open a securities account at PT Kustodian Sentral
Efek Indonesia.
Selected Management who have received MSOP program shares are not permitted to sell their
shares for a period of 6 (six) months from the date of transfer.
MSOP Program Implementation Timeline
The shares resulting from the buyback will be given directly to Selected Management no later
than March 31st, 2024.
MSOP Program Share Price Plan
The MSOP program share price is determined based on the share market at the close of trading
1 (one) day before the GMS.
Source of Funding for MSOP Program Shares
Selected Management will receive the MSOP program shares free of charge.
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`` PT. RESOURCE ALAM INDONESIA Tbk.
B. INFORMATION REGARDING PLAN ON PROPORTIONAL DISTRIBUTION OF THE
SHARES RESULTING FROM BUYBACK TO SHAREHOLDERS
As explained above, the proportional distribution of shares resulting from buyback to
shareholders is all come from Treasury Shares and will be given to all shareholders according
to their share ownership. If there is any remaining Treasury Shares after the distribution of
shares, they will be used as part of the implementation of the share ownership program by
management as approved at the EGMS on December 7th, 2023.
Details of shares resulting from buyback that will be distributed proportionally to shareholders
are as follows:
Number of Shares Nominal
Number of Treasury Shares Distributed Value
per
Shares Share Value Shares Share Share
Value
332,248,885 Rp.137,153,355,376,- 179,876,685 Rp.422,- Rp.10,-
or equivalent to
USD 12,049,862
The number of Treasury Shares to be distributed is as follows:
1. 170,000,000 shares will be distributed proportionally to shareholders.
2. The remaining 9,876,685 shares will be distributed as Management Stock Option Plan
(MSOP).
C. RATIO OF DISTRIBUTION OF SHARES RESULTING FROM BUYBACK
Taking into account the number of Treasury Shares to be distributed, the Company proposes
to distribute shares resulting from buyback with the ratio that every 250 (two hundred and fifty)
old shares will receive 9 (nine) shares. Distribution of shares resulting from buyback is carried
out by rounding down and the Company will not distribute shares with share ownership below
the predetermined distribution ratio. If during rounding up there are undivided Treasury Shares,
they will be kept back as Treasury Shares.
If the proposed distribution of shares resulting from buyback originating from Treasury Shares
receives EGMS approval, then for every 250 (two hundred and fifty) shares of the Company
registered on the Date of Determining the List of Shareholders Entitled to shares on the date of
distribution of shares (recording date) will received 9 (nine) shares.
D. BASIS OF PRICING IN DISTRIBUTION OF SHARES RESULTING FROM BUYBACK
Regarding the determination of the price for shares resulting from the buyback to be distributed,
the Company refers to Article 8 letter b POJK No. 27/2020, which regulates that in the event
that the share market price is equal to or higher than the nominal value of the shares, the
number of shares distributed is determined based on the share market price at the close of
trading 1 (one) day before the GMS.
E. TAX TREATMENT OF SHARES RESULTING FROM BUYBACK
Taxes on shares resulting from the buyback will be treated in accordance with the tax provisions
applicable in Indonesia. The Company will bear taxes resulting from the distribution of buyback
shares to shareholders proportionally.
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`` PT. RESOURCE ALAM INDONESIA Tbk.
F. PROCEDURE AND PROCEDURES FOR DISTRIBUTION OF SHARES RESULTING FROM
BUYBACK
After the EGMS approves the proposal for the distribution of shares resulting from buyback,
the distribution of such shares is carried out using the following procedures and mechanisms:
Eligible Shareholders
Shareholders who are entitled to receive shares are Shareholders who are registered on the
Company's shareholder register on December 19th, 2023 (recording date) taking into account
the number of shares owned by such shareholders obtained based on share trading on the IDX
no later than December 19th, 2023. (cum date).
Rounding
If shareholders receive shares in fractional form or do not reach one share, rounding down will
be carried out for fractions greater than or less than half (> 0.5 or ≤ 0.5).
Distribution of Shares
The Company proposes the distribution of shares as follows:
a) For shareholders whose shares are placed in the collective custody of PT Kustodian
Sentral Efek Indonesia, the shares to which they are entitled will be distributed through
securities accounts in securities sub-accounts in the name of shareholders on January
10th, 2024 (Distribution of Shares).
b) For shareholders whose shares are still in script form, shareholders can take the shares
starting January 10th, 2024 (Distribution of Shares) by submitting old share scripts to the
Company's Securities Administration Bureau, namely:
PT EDI Indonesia
Wisma SMR Lt 10 Jl Yos Sudarso Kav 89 Jakarta 14360
Tel +62 21 6505829 ext 8260-8262
Email: bae@edi-indonesia.co.id
By bringing the following documents:
For Individuals:
1. Original valid proof of identity (KTP/SIM/Passport).
2. If authorized, you must bring the original power of attorney signed on a stamp,
accompanied by a photocopy of the valid personal identity of the person giving the
power of attorney and the original proof of personal identity that is still valid for the
recipient of the power of attorney.
For Legal Entities:
1. Photocopy of the articles of association along with the latest changes to the composition
of the management.
2. If authorized, you must bring the original power of attorney signed on a stamp,
accompanied by a photocopy of the valid personal identity of the person giving the
power of attorney (the authorized administrator) and bring the valid original proof of
personal identity belongs to the recipient of the power of attorney.
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`` PT. RESOURCE ALAM INDONESIA Tbk.
III. IMPORTANT DATES IN CONNECTION WITH THE DISTRIBUTION OF SHARES RESULTING
FROM BUYBACK
1 Notification of EGMS agenda to OJK : October 24th, 2023
Announcement of the EGMS via eASY.KSEI, the IDX and
2 Company websites : October 31st, 2023
Disclosure of Information on plan for distribution of shares
resulting from buyback through the Stock Exchange and October 31st, 2023
3 :
Company websites
4 Recorded date for shareholders who are entitled to November 14th, 2023
attend the EGMS :
5 Invitation for the EGMS via eASY.KSEI, the Stock November 15th, 2023
Exchange and Company website :
6 Implementation of the EGMS : December 7th, 2023
Submission of summary of EGMS minutes along with At the latest
7 announcement of schedule and procedures for Shares
: December 11th, 2023
distribution via IDX and Company’s website
8 Shares Cum date in Regular and Negotiated Markets : December 15th, 2023
9 Shares Ex date in Regular and Negotiation Markets : December 18th, 2023
10 Shares Cum Date in Cash Market : December 19th, 2023
11 Recording Date in the Register of Shareholders for
determining shareholders who are entitled to receive shares : December 19th, 2023
12 Ex date in the Cash Market : December 20th, 2023
13 Distribution of Shares : January 10th, 2024
Report on the distribution of shares resulting from the
14 buyback : January 24th, 2024
IV. ADDITIONAL INFORMATION
Shareholders of the Company who require more detailed information regarding this Disclosure of
Information , can contact us every day during the Company's working hours at:
PT RESOURCE ALAM INDONESIA TBK
Bumi Raya Utama Group Building
Jl. Pembangunan I No.3,
Jakarta 10130
Telephone: (021) 633 3036 (Hunting)
Fax: (021) 633 7006 021 39525530
Website : www.raintbk.com
Email: info@raintbk.com
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