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20231108_IGAR_Laporan Informasi dan Fakta Material_31506831_lamp3.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT CHAMPION
PACIFIC INDONESIA TBK WITH RESPECT TO THE COMPANY'S PLAN TO
SHARES BUYBACK (BUYBACK) UNDER OJK REGULATION NO.
30/POJK.04/2017 ("INFORMATION DISCLOSURE")
THIS DISCLOSURE OF INFORMATION IS SUBMITTED BY PT CHAMPION
PACIFIC INDONESIA TBK IN ORDER TO COMPLY WITH THE REGULATION OF
THE FINANCIAL SERVICES AUTHORITY (“OJK”) NUMBER 30/POJK.04/2017
DATED 22 JUNE 2017 CONCERNING THE SHARES BUYBACK ISSUED BY
PUBLIC COMPANIES (“POJK NO. 30/2017”).
The information as set out in this Information Disclosure is important for the Company’s shareholders to read
and consider in making any decisions. If you have any difficulty in understanding this information or are in any
doubt as to your decision, you should consult to your broker, investment manager, legal counsel, accountant
or other professional advisor.
The Board of Commissioners of the Company and the Board of Directors of the Company, both individually
and collectively, are fully responsible for the completeness and accuracy of all information or material facts
contained in this Information Disclosure and confirm that the information stated in this Information Disclosure
is correct and there are no material facts that are not stated which may cause the material information in this
Information Disclosure to be untrue and/or misleading.
PT CHAMPION PACIFIC INDONESIA TBK
Domiciled in Bekasi
Business Activities
Other Management Consulting Activities
Head Office
Jalan Raya Sultan Agung Km 28.5
Bekasi 17133
Telephone: 021-8840040
Email: corporate@champion.co.id
Website: www.champion.co.id
The Company hereby announce to the Company’s shareholders that the Company plans to repurchase the
Company's shares that have been issued and listed on the Indonesia Stock Exchange (“IDX”) with an allocation of
funds of up to IDR 22,635,000,000 (twenty-two billion six hundred and thirty-five million Rupiah) to buy a maximum
amount of 50,000,000 (fifty million) shares or 5.14% (five point fourteen percent) of the entire issued and paid-up
capital in the Company (“Shares Buyback”).
In accordance with POJK No. 30/2017 in conjunction to Article 37 paragraph (1) Law No. 40 of 2007 on Limited
Liabiliy Companies as amended by Law No. 6 of 2023 on Enactment of Regulation of the Government in lieu of Law
No. 2 of 2022 on Job Creation into Law (“Company Law”), the number of shares to be repurchased will not exceed
10% (ten percent) of the total issued capital in the Company. The Shares Buyback will be carried out in stages
within a maximum period of 18 (eighteen) months after the approval of the Company’s Shares Buyback by the
Extraordinary General Meeting of Shareholders (“EGMS”).
The Company's EGMS approving the implementation of the Company's Shares Buyback will be held on December
15, 2023 at Bekasi.
This Disclosure of Information is published in Bekasi on November 8 2023
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DEFINITIONS AND ABBREVIATIONS
“IDX” means Indonesia Stock Exchange.
“Disclosure of means the information submitted by the Company as set out in this
Information” announcement.
“Financial Statements” means the Consolidated Financial Statements of the Company for the period
ended on September 30, 2023.
"OJK" means the Financial Services Authority (Otoritas Jasa Keuangan).
“Shares Buyback” means the Company's plan to buy back at the maximum of 50,000,000 (fifty
million) shares or 5.14% (five point fourteen percent) of the Company's shares
that have been issued and listed on the IDX.
"Company" means PT Champion Pacific Indonesia Tbk, domiciled in Bekasi, a limited
liability company established according to and based on the laws and
regulations of the Republic of Indonesia.
“POJK No. 30/2017” means OJK Regulation Number 30/POJK.04/2017 dated June 22, 2017
concerning the The Shares Buyback Issued By Public Companies.
“POJK No. 15/2020” means OJK Regulation Number 15/POJK.04/2020 of 2020 dated April 21, 2020
concerning the Planning and Organization of General Meetings of Shareholders
by Public Companies.
“POJK No. 16/2020” means OJK Regulation Numer 16/POJK.04/2020 of 2020 dated April 21, 2020
concerning the Implementation of Electronic General Meeting of Shareholders
by Public Companies.
“EGMS” means Extraordinary General Meeting of Shareholders.
“Company Law” means Law Number 40 of 2007 on Limited Liabiliy Companies as amended by
Law Number 6 of 2023 on Enactment of Regulation of the Government in lieu of
Law No. 2 of 2022 on Job Creation into Law.
I. SHARES BUYBACK SCHEDULE ESTIMATION
1. EGMS announcement to the Company’s shareholders through November 8, 2023
IDX website, the Company’s website, and eASY.KSEI website
2. Information Disclosure announcement to the Company’s November 8, 2023
shareholders regarding the Company’s Shares Buyback plan
through IDX website and the Company’s website.
3. EGMS invitation to the Company’s shareholders through IDX November 23, 2023
website, the Company’s website, and eASY.KSEI website
4. Implementation of EGMS December 15, 2023
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5. Announcement of EGMS Minutes Summary December 19, 2023
6. The Company’s Shares Buyback Period December 18, 2023 – June, 14,
2025
II. EXPLANATION, CONSIDERATION, AND REASONS FOR THE IMPLEMENTATION OF
THE COMPANY'S SHARES BUYBACK
The implementation of the Company's Share Buyback is one of the Company's efforts to increase the
liquidity and performance of the Company's shares, provide great flexibility to the Company in managing
capital to achieve an efficient capital structure, and increase investor’s level of confidence through better
returns for the Company's shareholders through increased in Earnings Per Share.
III. COST ESTIMATION OF THE SHARES BUYBACK AND THE ESTIMATION OF THE
TOTAL NOMINAL VALUE OF SHARES BUYBACK
1. Cost Estimation of the Shares Buyback
The Shares Buyback fund is planned to be as much as IDR22,635,000,000 (twenty-two billion six
hundred and thirty-five million Rupiah), which will come from the Company's internal cash(including
shares buyback transaction costs, and broker commissions, as well as other costs related to the Shares
Buyback).
2. The Estimation of the Total Nominal Value of Shares Buyback
The number of shares to be repurchased is a maximum of 50,000,000 (fifty million) shares with a nominal
value of IDR50 (fifty Rupiah) per share, so that the total nominal value of all shares to be repurchased is
a maximum of IDR2,500,000,000 (two billion five hundred million Rupiah) or 5.14% (five point fourteen
percent) of the entire issued and paid-up capital in the Company.
IV. ESTIMATION OF COMPANY REVENUE DECREASING AS A CONSEQUENCE OF
SHARES BUYBACK IMPLEMENTATION AND THE IMPACT ON THE COMPANY’S
COST OF FINANCE
In the event that the Company uses the Company's internal cash in certain phases for the Shares Buyback in
the maximum amount of IDR22,635,000,000 (twenty-two billion six hundred and thirty-five million Rupiah), the
assets and equity of the Company will decrease in the maximum amount of IDR22,635,000,000 (twenty-two
billion six hundred and thirty-five million Rupiah) including Shares Buyback costs.
With regard to this, the impact on the operating costs of the Company will not be material, so that profit/loss is
expected to be in line with the target of the Company. In addition, potential losses from the transfer of assets
in the form of cash into treasury shares will not significantly affect the income of the Company. The Company
believes that the implementation of the Shares Buyback transaction shall not give a material adverse effect to
the business activities of the Company considering the Company has sufficient working capital and cash flow
to finance the transaction in conjunction with the business activities of the Company.
V. PROFORMA EARNING PER SHARE AFTER THE SHARES BUY BACK PLAN IS
IMPLEMENTED
Proforma earnings per share is calculated based on Financial Statements of the Company, with funds coming
from the Company's internal cash in certain phases of up to IDR22,635,000,000 (twenty-two billion six hundred
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and thirty-five million Rupiah) in the event that the Shares Buyback is carried out in 2023. The implementation
of the Share Buyback has no impact on the income of the Company, but with the change in the number of
shares outstanding, the Shares Buyback has an insignificant impact on the earnings per share of the Company.
The following is proforma earnings per share of the Company based on the Financial Statements if the Shares
Buyback is carried out:
Shares Buyback Financial Analysis
For the Period Ended on September 30, 2023
Before Shares Buyback Impact After Shares Buyback
Income for the IDR28,615,707,619 - IDR28,615,707,619
Current Period
Attributable to the
Owner of Parent
Entity
Total Assets IDR891,778,792,938 (IDR22,635,000,000) IDR869,143,792,938
Total Equity IDR819,500,709,735 (IDR22,635,000,000) IDR796,865,709,735
Total Outstanding 972,204,500 (50,000,000) 922,204,500
Shares
Earning per Share IDR29.43 IDR1.60 IDR31.03
Note: Assuming that the number of shares purchased is a maximum of 5.14% (five point fourteen percent) of
the total issued and paid-up capital.
VI. SHARE PRICE LIMITATION IN THE FRAMEWORK OF COMPANY SHARES BUYBACK
As regulated in Article 10 of POJK No. 30/2017, the offering price for the Company's Share Buyback to be
carried out through trading on the IDX will be carried out with the provision that the price is lower or equal to
the previous transaction price.
The Company's Shares Buyback will be carried out at a price deemed good and reasonable by the Company,
in accordance with the provisions of the applicable regulations with a maximum fund of IDR 22,635,000,000
(twenty-two billion six hundred thirty-five million rupiah) which includes transaction fees, brokerage fees, and
other fees in connection with the Share Buyback.
VII. PERIOD LIMITATION IN THE FRAMEWORK OF COMPANY SHARES BUYBACK
The Share Buyback will be carried out within a maximum period of 18 (eighteen) months after the date of
approval of the Shares Buyback by the EGMS, namely December 18, 2023 to June 14, 2025 (“Shares
Buyback Period").
VIII. SHARES BUYBACK METHOD
The following is the method that the Company will use in terms of the Shares Buyback:
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1. The Company has appointed PT Ina Sekuritas Indonesia to conduct Shares Buyback of the Company
during the Shares Buyback Period with considerations to the applicable laws.
2. The Shares Buyback transaction will be conducted through IDX.
3. The Shares Buyback will be done at a price lower or equal to the previous transaction price.
4. The Parties:
a. Commissioners, Directors, employees, and Major Shareholders of the Company;
b. Individuals whose position or profession or business relationship with the Company enables them
to obtain insider information; or
c. Parties who within the last 6 (six) months are no longer a Party as referred to in point a or b, are
prohibited from conducting purchase and/or sale transactions of the Company’s shares on the
same day as the Shares Buyback of the Company on the IDX;
are prohibited from conducting purchase and/or sale transactions of the Company’s shares on the same
day as the Shares Buyback of the Company on the IDX.
IX. MANAGEMENT ANALYSIS ON THE EFFECT OF THE SHARES BUYBACK OF THE
COMPANY TOWARDS THE BUSINESS ACTIVITIES AND FUTURE DEVELOPMENT OF
THE COMPANY
1. This Shares Buyback is carried out as one of the efforts to increase liquidity, improve stock performance
in accordance with the fundamental conditions, and maintain public shareholders’ confidence of the
Company.
2. The Company plans to conduct the Shares Buyback using the Company’s internal cash. Therefore, the
Shares Buyback will result in the transfer of assets in the form of cash into treasury shares and increase
in the earnings per share of the Company.
3. The Company believes that the Shares Buyback shall not give adverse effect to the performance,
earnings and financing of the Company, as the Company has sufficient cash flow and working capital to
finance its business activities, capital expenditures and Shares Buyback transaction.
4. Shares Buyback is also expected to provide flexibility to the Company to manage long-term capital
needs, whereas treasury shares may be transferred in the future, by considering the applicable laws and
regulations.
X. COMPANY’S PLAN ON THE SHARES TO BE BOUGHT BACK
The Company plans to keep the repurchased shares to be controlled as treasury shares by taking into account
the provisions in Article 15 POJK No. 30/2017, which states in the event that there are still repurchased shares
controlled by the Company during a period of 3 (three) years from the completion of the repurchase of shares,
the Company is obliged to start transferring the repurchased shares within a period of 2 (two) years. In the
event that the obligation cannot be completed by the Company, then within a maximum period of 1 (one) year
after the expiration of the 2 (year) period, the Company will complete the transfer obligation.
The Company may transfer the repurchased shares after 30 (thirty) days after the repurchase of the Company's
shares has been fully implemented or after the end of the Share Buyback Period with due observance of the
provisions of the prevailing laws and regulations, by way of:
a. sold either through the IDX or outside the IDX;
b. withdrawn by way of capital reduction;
c. implementation of the share ownership program for employees and/or board of directors and board of
commissioners;
d. implementation of equity securities conversion; and/or
e. other means with approval of OJK.
Shares that have been repurchased by the Company cannot be used to cast votes in the general meeting of
shareholders and are not taken into account in determining the number of quorums that must be achieved in
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accordance with the provisions of the prevailing laws and regulations. Shares that have been repurchased by
the Company are not entitled to dividend distribution.
XI. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In connection with the shareholders' approval of the Company's Share Buyback plan as described in this
Information Disclosure, the Company plans to hold an EGMS to be held on Friday, December 15, 2023.
Based on the Company Law, the Company's Articles of Association, and POJK No. 15/2020, the Company's
Share Buyback plan requires shareholder approval through the EGMS which must be attended by the
Company's shareholders representing more than 2/3 (two-thirds) of the total shares with voting rights present
and approved by more than 2/3 (two-thirds) of all shares with voting rights present at the EGMS.
Along with the announcement of this Information Disclosure, the Company has announced to the Company's
shareholders the plan for the EGMS. The Company will henceforth carry out the EGMS in accordance with the
provisions of the Company Law, the Company's Articles of Association, POJK No. 15/2020, and POJK No.
16/2020.
XII. ADDITIONAL INFORMATION
Shall there be any inquiries regarding this Disclosure of Information, please submit it in writing to the Company
addressed to:
Corporate Secretary
PT Champion Pacific Indonesia Tbk
Jalan Raya Sultan Agung Km 28.5
Bekasi 17133
Telephone: 021-8840040
Email: corporate@champion.co.id
Website: www.champion.co.id
Thus, this Disclosure of Information is made to fulfill the provisions of the prevailing regulations.
Bekasi, November 8, 2023
PT Champion Pacific Indonesia Tbk
Board of Directors
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