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20231031_BTPN_Laporan Informasi dan Fakta Material_31483497_lamp3.pdf
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DISCLOSURE OF INFORMATION FOR SHAREHOLDERS OF PT BANK BTPN TBK (THE “COMPANY”)
IN THE FRAME OF CAPITAL INCREASE WITH GRANTING PRE-EMPTIVE RIGHT II (“RIGHT ISSUE II”)
INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND NOTICED BY THE SHAREHOLDERS OF THE
COMPANY IN TAKING FURTHER DECISION REGARDING THIS RIGHTS ISSUE II TRANSACTION.
This Disclosure of Information is issued on 31 October 2023 (“Disclosure of Information”) in compliance with the Indonesia Financial Services Authority (“OJK”) Regulation No.
32/POJK.04/2015 on the Capital Increase of Public Listed Company by Granting Preemptive Rights as amended by POJK No. 14/POJK.04/2019 in regards to the amendments of
OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of Public Listed Company by Granting Preemptive Rights (“POJK HMETD”).
PT BANK BTPN TBK
Having domicile and headquarter in South Jakarta, Indonesia
Main Business Activity
To carry out activity as commercial bank
Head Quarter
Menara BTPN, 29 floor, CBD Mega Kuningan
Jl. Dr. Ide Anak Agung Gde Agung, Kav 5.5 – 5.6
South Jakarta 12950
Telephone: +62 21 30026200
E-mail: corporate.secretary@btpn.com
Website: www.btpn.com
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”) OF THE COMPANY WHICH IS PLANNED TO BE HELD ON THURSDAY,
DATED 7 DECEMBER 2023 OF WHICH, AMONG OTHER THINGS, WILL PROPOSE THE APPROVAL FOR RIGHTS ISSUE II PLAN.
ALL INFORMATION STIPULATED IN THIS DISCLOSURE OF INFORMATION IS ONLY A PROPOSAL WHICH IS SUBJECT TO THE EGMS APPROVAL
AS WELL AS THE EFFECTIVE STATEMENT OF OJK ON THE REGISTRATION STATEMENT AND PROSPECTUS ISSUED FOR THIS RIGHTS ISSUE II.
THIS DISCLOSURE OF INFORMATION AND INFORMATION HEREIN IS NOT TAILORED TO BE A PUBLIC OFFERING DOCUMENT OR RECOMMENDATION
TO PURCHASE IN ANY JURISDICTION, EITHER DIRECTLY OR INDIRECTLY, OF THE COMPANY’S SECURITIES.
INFORMATION ON THE RIGHTS ISSUE II PLAN
In relation to the Rights Issue II plan, in this Disclosure of Information, the Company intends to offer at the maximum of 3,095,000,000 common shares with the nominal value of
IDR 20 (twenty Rupiah) per share (“New Shares”).
The New Shares will be issued from the Company’s portfolio and registered under Indonesia Stock Exchange (“IDX”) in accordance with the prevailing regulations, among others
IDX Rule No. I-A Attachment of the Board of Directors of IDX decree No. Kep-00101/BEI/12-2021 dated 21 December 2021 regarding the Listing of Shares and Equity Securities
other than Shares Issued by Listed Companies. The New Shares will have the same and equal rights with old shares of the Company in any aspects, including the right on dividend.
The New Shares will be issued by granting the pre-emptive rights in accordance with POJK HMETD and therefore Rights Issue II will be carried out based on:
1. Approval of the shareholders of the Company in EGMS towards the Rights Issue II plan in accordance with the prevailing articles of association of the Company and the
applicable regulations; an
2. Registration statement of the Company which will be submitted to the OJK in regards to the Rights Issue II plan declared effective by OJK, in accordance with the applicable
regulations.
For the avoidance of doubt, the Company is entitled to issue partially of/or all maximum shares as approved to be issued upon the EGMS resolutions.
The Rights Issue II provisions, including the execution price and final number of New Shares, will be disclosed in the prospectus which will be issued in light of Rights Issue II and
made available to eligible shareholders in a timely manner in accordance to the applicable regulations.
TIME ESTIMATION OF RIGHTS ISSUE II
As required in POJK HMETD, the Company will submit the registration statement in light of the Rights Issue II, to OJK upon the implementation of EGMS of the Company dated
7 December 2023. The Company’s EGMS will be proposed to approve the Rights Issue II plan. The Rights Issue II will be implemented after OJK states that the registration
statement of Rights Issue II is effective.
As required by Article 8 (3) POJK No. 14/2019, the period between the date of EGMS approving the implementation of Rights Issue II until the Rights Issue II registration statement
is declared effective by OJK must not exceed 12 (twelve) months. Rights Issue II is expected to be implemented and completed by the first quarter of 2024.
GENERAL ESTIMATION OF USE OF PROCEEDS OF RIGHTS ISSUE II
The Company planned to utilize all fund received from Rights Issue II (after being deducted by emission fees), as follows The Company planned to utilize all fund received from
Rights Issue II (after being deducted by emission fees), for financing Company’s projects for the further growth.
If part or all of the proceeds obtained from this Rights Issue II will be used for transactions which are Material Transaction, Affiliated Party Transaction, and/or Conflict of Interest
Transaction under the applicable laws and regulations in Indonesia, the Company will comply with such applicable laws and regulations on Material Transactions, Affiliated Party
Transactions and/or Conflict of Interest Transactions, as relevant.
The detailed and final information in relation to the use of proceeds will be disclosed in the prospectus which will be published for the purpose of Rights Issue II and provided to the
shareholders whom are accordingly eligible and pursuant with applicable regulations.
IMPACT OF RIGHTS ISSUE II TOWARDS THE COMPANY’S FINANCIAL PERFORMANCE AND SHAREHOLDERS
By increasing capital with Rights Issue II, the Company will have additional funding to carry out the financing Company’s projects for the further growth.
In the event when shareholders of the Company opts not to exercise its rights to purchase New Shares offerred by Rights Issue II, then the shareholders of the Company may
experience percentage dilution up to maximum of 28% (twenty eight percent).
ADDITIONAL INFORMATION
If this Disclosure of Information is considered unclear or if the shareholders of the Company expect to get more additional information in relation to this Rights Issue II, the
shareholders may contact:
PT BANK BTPN Tbk
Head Quarter
Menara BTPN, 29 Floor, CBD Mega Kuningan
Jl. Dr. Ide Anak Agung Gde Agung, Kav 5.5 – 5.6
South Jakarta 12950
Telephone: +62 21 30026200
E-mail: corporate.secretary@btpn.com
Website: www.btpn.com
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