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20231030_KKGI_Laporan Informasi dan Fakta Material_31483120_lamp2.pdf
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PT. RESOURCE ALAM INDONESIA Tbk.
DISCLOSURE OF INFORMATION OF PT RESOURCE ALAM INDONESIA TBK
REGARDING THE DISTRIBUTION OF BONUS SHARES
This disclosure of information is made and intended to fulfill the Financial Services Authority
Regulations (“OJK”) Number 27/POJK.04/2020 dated 23 April 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. Development 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 Distribution of Bonus Shares (as defined below) taken from Treasury Shares (as defined below)
of the Company.
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.
This Disclosure of Information was published in Jakarta on October 31th, 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
2 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, a 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 transfer of Treasury Shares by distributing bonus shares to all shareholders,
the Company refers to POJK No. 27/2020 ("Distribution of Bonus Shares").
For this reason, the Company has submitted a letter to the OJK requesting OJK approval accompanied
by an explanation regarding the Company's plan to transfer Treasury Shares by distributing them as
Bonus Shares through Letter Number 046/RAIN/X/23 dated October 27th, 2023 Regarding: Response
to Request for Explanation of Transfer Return of Treasury Shares of PT Resource Alam Indonesia Tbk
("Response Letter").
Based on the Company's Response Letter, the Company is currently waiting for approval from the OJK
to transfer the shares resulting from the buyback by distributing them proportionally to all shareholders.
If OJK gives its approval, the implementation of the distribution of Bonus Shares shall refer to Article 3
POJK No. 27/2020, namely Bonus Shares which are not Stock Dividends, derived from the
capitalization of: (a) Share Premium; and/or (b) other elements of equity.
Furthermore, based on the provisions of Article 3 in conjunction with Article 9 POJK No. 27/2020, the
distribution of Bonus Shares shall be carried out after obtaining approval from the Company's
shareholders through the EGMS in accordance with the quorum requirements stipulated by the
Company Law, related laws and regulations in the capital market sector, and the Company's articles of
association.
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 distribute Bonus Shares.
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PT. RESOURCE ALAM INDONESIA Tbk.
II. DESCRIPTION OF THE DISTRIBUTION OF BONUS SHARES
A. BACKGROUND TO THE DISTRIBUTION OF BONUS SHARES
The distribution of Bonus Shares 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 distribution of Bonus Shares to all Company shareholders taken from Treasury
Shares refers to Article 3 in conjunction with Article 9 POJK No. 27/2020, namely Bonus Shares
which are not Share Dividends, derived from the capitalization of: (a) Additional Paid in Capital;
and/or (b) Other Equity Components.
The Bonus Share distribution transaction originating from Treasury Shares will be recorded as:
i. deduction of Share Premium by the amount of treasury shares and deduction of retained
Retained Earnings.
ii. deduction of Treasury Shares at the acquisition price.
Adjustment Journal Entry
Proforma of Changes in Equity Components
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PT. RESOURCE ALAM INDONESIA Tbk.
B. INFORMATION REGARDING THE BONUS SHARE DISTRIBUTION PLAN
As explained above, the Bonus Shares that will be distributed in the Bonus Share Distribution
implementation will all come from Treasury Shares and will be given to all shareholders
proportionally according to their share ownership. If there are remaining Treasury Shares after
the distribution of Bonus 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 the Bonus Shares that will be distributed 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 as share bonuses to shareholders proportionally.
2. The remaining 9,876,685 shares will be distributed as Management Stock Option Plan
(MSOP).
C. BONUS SHARE DISTRIBUTION RATIO
Taking into account the number of Treasury Shares to be distributed, the Company proposes
to distribute Bonus Shares with the ratio that every 250 (two hundred and fifty) old shares will
receive 9 (nine) Bonus Shares. Distribution of Bonus Shares 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 Bonus Shares 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 Bonus Shares on the date of distribution
of Bonus Shares (Recording Date) will received 9 (nine) Bonus Shares.
D. BASIS OF PRICING IN DISTRIBUTION OF BONUS SHARES
Regarding determining the price of Bonus Shares to be distributed, the Company refers to
Article 9 POJK No. 27/2020, which regulates that the number of shares distributed for Bonus
Shares which are not Share Dividends is determined based on the nominal value of the shares.
Based on the Company's deed, the nominal value of shares is Rp.10,- (ten Rupiah).
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PT. RESOURCE ALAM INDONESIA Tbk.
E. TAX TREATMENT OF BONUS SHARES
Taxes on Bonus Shares will be treated in accordance with applicable tax regulations in
Indonesia.
F. PROCEDURE AND PROCEDURES FOR DISTRIBUTION OF BONUS SHARES
After the EGMS approves the proposal for the Distribution of Bonus Shares, the distribution of
Bonus Shares is carried out using the following procedures and procedures:
Eligible Shareholders
Shareholders who are entitled to receive bonus 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 bonus).
Rounding
If shareholders receive bonus 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 Bonus Shares
The Company proposes the distribution of bonus shares as follows:
a) For shareholders whose shares are placed in the collective custody of PT Kustodian
Sentral Efek Indonesia, the bonus 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 Bonus Shares).
b) For shareholders whose shares are still in script form, shareholders can take Bonus
Shares starting January 10th, 2024 (Distribution of Bonus 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
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PT. RESOURCE ALAM INDONESIA Tbk.
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.
III. IMPORTANT DATES IN CONNECTION WITH THE DISTRIBUTION OF BONUS SHARES
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 plans for Bonus Shares October 31st, 2023
3 Distribution via the Stock Exchange and 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 Bonus : December 11th, 2023
Shares distribution via IDX and Company’s website
8 Cum Bonus Shares in Regular and Negotiated Markets : December 15th, 2023
9 Ex Bonus Shares in Regular and Negotiation Markets : December 18th, 2023
10 Cum Bonus Shares in Cash Market : December 19th, 2023
Recording Date in the Register of Shareholders for
11 determining shareholders who are entitled to receive Bonus : December 19th, 2023
Shares
12 Ex Bonus Shares in the Cash Market : December 20th, 2023
13 Distribution of Bonus Shares and Cash dividends : January 10th, 2024
14 Bonus Share Distribution Report : January 24th, 2024
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PT. RESOURCE ALAM INDONESIA Tbk.
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. Development 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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