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20231009_PMMP_Laporan Informasi dan Fakta Material_31447245_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT PANCA MITRA MULTIPERDANA Tbk ( “Company”)
REGARDING INCREASE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS
This information is made and addressed to the Shareholders in connection with the Company's
plan to request Independent Shareholders approval (seek mandate) regarding plan to Capital
Increase without Pre-emptive Rights (PMTHMETD) in accordance with OJK Regulation No.
14/POJK.04/2019 dated 29 April 2019 regarding the Amendments to OJK Regulation No.
32/POJK.04/2015 regarding Capital Increase for Public Companies with Pre-emptive Rights.
The information as stated in this Disclosure of Information is preliminary in nature and the
Company will announce changes and/or additions to the information to the Shareholders no
later than 2 (two) Business Days prior to the date of the Company's Extraordinary General
Meeting of Shareholders ("EGMS").
PT PANCA MITRA MULTIPERDANA TBK
Main Business Activities:
Shrimp Processing Industry and Trading
Head Office and Factory: Administration Office:
Jl. Raya Banyuwangi Km. 10 Jl. Bubutan 16-22 Kav-A No.1-2
Situbondo, East Java 68362 Surabaya, Jawa Timur 60174
Phone : +62 (338) 672221 Phone : +62 (31) 5462539
Email: corsec@pancamitra.com
Website: www.pancamitra.com
If you experience difficulty in understanding the information as contained herein, or in
hesitation in making a decision, you should consult with a stock broker, investment manager,
legal counsel, public accountant or other professional advisor.
The Company’s Board of Commissioners and Board of Directors, both individually and
jointly, are fully responsible for the completeness and accuracy of the whole information or
material facts contained herein, and emphasize that the information stated herein is correct
and that no unstated material facts can cause the material information herein to be untrue or
misleading.
Disclosure of Information is issued in Surabaya dated 9 October 2023
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DEFINITION
“BAE” : Share Registrar of the Company, PT Sinartama Gunita.
“Indonesia Stock Exchange : A stock exchange as defined in Article 1 Number 4 of the
(IDX)” Capital Markets Law, in this case organized by PT Bursa Efek
Indonesia, domiciled in Jakarta, or other exchanges
determined later where Shares are registered
“Trading Day” : Day on which the Stock Exchange or a substituting legal body
conducts stock exchange activities according to the prevailing
laws and regulations and the provisions of the
abovementioned stock exchange, and on which Banks conduct
clearings.
“Calendar Day” : Every day in 1 (one) year according to the Gregorian Calendar
without exceptions, including Sundays and national holidays
set from time to time by the Government of the Republic of
Indonesia and normal work days that due to certain conditions
is set by the Government of the Republic of Indonesia as not a
normal working day.
“KSEI” : Abbreviation for PT Kustodian Sentral Efek Indonesia,
domiciled in Jakarta, which is a Securities Depository in
accordance with the Capital Markets Law.
“MOLHR” : Ministry of Law and Human Rights of the Republic of
Indonesia.
“Financial Services Authority : An independent institute as understood in Law No. 21 of 2011
(OJK)” regarding the Financial Services Authority (“OJK Law”), whose
duties and authority include the regulation and supervision of
financial services activities in the banking, capital markets,
insurance, pension funds, financing institutes and other
financial institutions sectors. Where since 31 December 2012,
the OJK is the institute that replaced and received the rights
and obligations to conduct regulatory and supervisory
functions from Bapepam and/or Bapepam-LK in accordance
with the provisions of Article 55 of the OJK Law..
“Shareholders” : Parties that own interests over the Company’s Shares,
whether in the form of a clearing account letter or collective
escrow account that is stored and administered in the
securities account of KSEI, that is listed in the Company’s
Shareholders Register that is administered by the Share
Registrar.
“Regulation No. I-A” : IDX Regulation No. I-A regarding the Listing of Shares and
Equity Securities Other Than Shares Issued by Listed
Companies, Attachments and Decision of the Director of PT
Bursa Efek Indonesia No. Kep-00101/BEI/12-2021, dated 21
December 2021.
“POJK No. 15” : OJK Regulation No. 15/POJK.04/2020 regarding Planning and
Convening of General Meeting of Shareholders of Public
Companies.
“POJK No. 14” : OJK Regulation No. 14/POJK.04/2014 dated 29 April 2019
regarding Amendmen of OJK Regulation No.
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32/POJK.04/2015 regarding Capital Increase With Pre-emptive
Rights.
“POJK No. 32” : OJK Regulation No. 32/POJK.04/2015 concerning Capital
Increase for Public Companies by Providing Pre-emptive
Rights as amended by OJK Regulation No. 14/POJK.04/2019
concerning Amendments to OJK Regulation No.
32/POJK.04/2015 concerning Capital Increase for Public
Companies by Providing Pre-emptive Rights.
“PMTHMETD” : Capital Increase Without Pre-emptive Rights (Penambahan
Modal Tanpa Memberikan Hak Memesan Efek Terlebih
Dahulu) as defined in POJK No. 14.
“EGMS” : The Company’s Extraordinary General Meeting of
Shareholders that will be held on 11 October 2023 in
accordance with the provisions of the Company’s Articles of
Association, the Companies Law and the Capital Markets Law,
as well as their implementing regulations.
“Shares” : All shares that have been issued and fully paid in the
Company.
“New Shares” : Up to 235,300,000 shares or a maximum of 10% of the
company’s total issued share capital of 2,353,000,000 shares,
that will be issued from the Company’s unissued authorized
capital with a nominal value of Rp100 per share.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Markets, the Republic of Indonesia Circular No. 64 of 1995,
Supplement No. 3608, and its implementing regulations.
“Companies Law” : Law No. 40 of 2007 dated 16 August 2007 regarding Limited
Liability Companies, the Republic of Indonesia Circular No.
106 of 2007,Supplement No. 4746.
GENERAL
The Company was founded under the name PT Panca Mitra Multiperdana according to the Deed of
Establishment No. 52 dated 8 August 1997 as amended by Deed of Amendment No. 328, both made
before Buntario Tigris Darmawa Ng, S.H., S.E., Candidate Notary, substitute for Rachmat Santoso,
S.H. Notary in Jakarta, which has been approved by the Minister of Justice and Human Rights of the
Republic of Indonesia (now MOLHR) based on Decree No. C2-1183.HT.01.01.TH.98 dated 24
February 1998, and has been registered in the Company Register in accordance with UUWDP with
No. TDP 09051336698 at the Central Jakarta Kodya Company Registration office with No.
2629/BH.09.05/VIII/98 dated 21 August 1998, and has been announced in the State Gazette of the
Republic of Indonesia No. 12, Supplement No. 1136 dated 11 February 2003. (“Deed of
Establishment”).
Since its establishment, the Company's Articles of Association have undergone several amendments
and the latest amendments are contained in the Deed of Statement of Shareholders Decree No. 117
dated 28 September 2020 made before Yulia, S.H., Notary in Jakarta, who has (i) obtained approval
from Menkumham with Decree No. AHU-00674338.AH.01.02.TAHUN 2020 dated 30 September
2020, (ii) has been notified to the Menkumham based on the Letter of Acceptance of Notification of
Amendment to the Articles of Association No. AHUAH.01.03-0392825 dated 30 September 2020 and
(iii) Letter of Acceptance of Company Data Change Notification No. AHU-AH.01.03-0392826 dated
September 30 2020, all three of which have been registered in the Company Register No. AHU-
0164386.AH.01.11.TAHUN 2020 dated 30 September 2020.
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Based on Article 3 of the Company's Articles of Association, the Company's business activities are as
follows:
Main Business Activities
Running a business in the freezing industry of other aquatic biota, including the business of
preserving crustaceans, molluscs and other aquatic biota through freezing processes, such as frozen
shrimp, frozen frog legs, frozen cephalopods (squid/cuttlefish/octopus), frozen crabs/crab, and frozen
clams . This activity does not include efforts to cool crustaceans, molluscs and other aquatic biota with
ice to maintain their freshness (KBLI 10293).
Capital Structure and the Company's Shareholders
Based on the Company's Register of Shareholders compiled by the Share Registrar PT Sinartama
Gunita, the Company's share ownership structure as of June 30, 2023 is as follows:
Nominal Value Rp100,- per shares
Information No. of Shares Nominal Value
%
(lembar) (Rp)
Authorized Capital 8.000.000.000 800.000.000.000
Paid-up Capital
PT Tiga Makin Jaya 1.011.760.000 101.176.000.000 43,00
Soesilo Soebardjo 580.000.000 58.000.000.000 24,65
Martinus Soesilo 200.000.000 20.000.000.000 8,50
PT Harapan Bangsa Kita 188.240.000 18.824.000.000 8,00
Hirawan Tedjokoesoemo 20.000.000 2.000.000.000 0,85
Public 353.000.000 35.300.000.000 15,00
Total Paid-up Capital 2.353.000.000 235.300.000.000 100,00
Total Unissued Shares 5.647.000.000 564.700.000.000
Company’s Board of Commissioners and the Board of Directors’ Structure
Based on the Deed of Statement of Meeting Resolutions No. 99 dated December 24 2021, made in
the presence of Yulia, S.H. Notary in Jakarta and has been notified to Menkumham as stated in the
Letter of Acceptance of Notification of Company Data Changes No. AHU-AH.01.03-0492620 dated 29
December 2021 was registered in the Company Register No. AHU-0232527.AH.01.11.TAHUN 2021
dated 29 December 2021, the composition of the Company's Board of Commissioners and Board of
Directors on the date of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Soesilo Soebardjo
Commissioner : Salis Teguh Hartono
Independent Commissioner : Suwarli, S.E., Ak.
Board of Directors
President Director : Martinus Soesilo
Vice President Director : Hirawan Tedjokoesoemo
Director : Alin Rostanti
Director : Patrick Djuanda
Director : Suyud Kusrinto
INFORMATION REGARDING PLAN TO INCREASE CAPITAL
WITHOUT PRE-EMPTIVE
RIGHTS (PMTHMETD)
Purpose and Objective of the PMTHMETD
The Company intends to request a mandate from independent shareholders to carry out PMTHMETD
up to a maximum of 10% of the Company's issued capital (“PMTHMETD”). Although the PMTHMETD
mandate will authorize the Company to issue a maximum of 10% of the shares that have been issued
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by the Company, the Company will always consider internal and external conditions, and there is no
certainty that the Company will issue some or all of the shares that are permitted to be issued by the
Company. based on PMTHMETD. PMTHMETD is carried out in accordance with the Financial
Services Authority (OJK) Regulation POJK No.14.
While the Company has no immediate plans to implement PMTHMETD, the Company considers it
important to obtain a mandate from independent shareholders in order to provide the Company with
an opportunity to (a) find strategic investors, and (b) to strengthen the capital structure according to
the needs of the Company.
New Shares and New Shares’ Price
In accordance with POJK No. 14, PMTHMETD can only be done after the Company obtains approval
from independent shareholders at the EGMS. The EGMS is held by taking into account POJK No. 15.
PMTHMETD must be completed within 1 year from the date the EGMS approves the PMTHMETD.
Furthermore, the Company can only increase a maximum of 10% of the issued and paid-up capital of
the Company on the date of this Disclosure of Information.
The exercise price for the issuance of new shares in the context of PMTHMETD refers to the
provisions of Regulation no. I-A. The implementation price of the issuance of the Company's shares is
at least 90% (ninety percent) of the average closing price of the shares of the Listed Company
concerned during a period of 25 (twenty five) consecutive Trading Days at the Regular Market prior to
the date of the application for the listing of the New Shares. to the IDX, which is the current market
price in accordance with the applicable regulations.
Capital Structure Before and After Rencana PMTHMETD
In relation to PMTHMETD, the Company plans to issue a maximum of 235,300,000 new shares or
represent 10% of the total issued and paid-up capital of the Company on the date of this Disclosure of
Information. The New Shares will be issued from shares in the Company's portfolio with a nominal
value of Rp. 100,- per share.
Nominal Value Rp100,- per share
Before PMTHMETD After PMTHMETD
Information
No of shares Nominal Value No of shares Nominal Value
% %
(lembar) (Rp) (lembar) (Rp)
Authorized Capital 8.000.000.000 800.000.000.000 8.000.000.000 800.000.000.000
Paid-up Capital
PT Tiga Makin Jaya 1.011.760.000 101.176.000.000 43,00 1.011.760.000 101.176.000.000 39,09
Soesilo Soebardjo 580.000.000 58.000.000.000 24,65 580.000.000 58.000.000.000 22,41
Martinus Soesilo 200.000.000 20.000.000.000 8,50 200.000.000 20.000.000.000 7,73
PT Harapan Bangsa Kita 188.240.000 18.824.000.000 8,00 188.240.000 18.824.000.000 7,27
Hirawan Tedjokoesoemo 20.000.000 2.000.000.000 0,85 20.000.000 2.000.000.000 0,77
Public 353.000.000 35.300.000.000 15,00 353.000.000 35.300.000.000 13,64
New Shareholders 235.300.000 23.530.000.000 9,09
Total Paid-up Capital 2.353.000.000 235.300.000.000 100 2.588.300.000 258.830.000.000 100
Total Unissued Shares 5.647.000.000 564.700.000.000 5.411.700.000 541.170.000.000
PMTHMETD will increase the number of shares issued by the Company. It is estimated that the
Company will issue a maximum of 235,300,000 New Shares or represent 10% of the total issued and
paid-up capital of the Company on the date of this Disclosure of Information and then the share
ownership of existing shareholders in the Company will be diluted by 9.09% (nine point zero nine
percent). However, the number of shares owned by current shareholders will not be affected by
PMTHMETD implementation.
PMTHMETD will have a dilutive effect on current Shareholders. Previously PT Tiga Makin Jaya
owned 43.00% of the shares, Mr. Soesilo Soebardjo owned 24.65% of the shares, Mr. Martinus
Soesilo owned 8.50% of the shares, PT Harapan Bangsa Kita owned 8.00% of the shares, Mr.
Hirawan Tedjokoesoemo owned 0.85% of shares, and Public Shareholders owned 15.00%. After the
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implementation of PMTHMETD, PT Tiga Makin Jaya will own 39.09% shares, Mr. Soesilo Soebardjo
will own 22.41% shares, Mr. Martinus Soesilo will own 7.73% shares, PT Harapan Bangsa Kita will
own 7.27% shares, Mr. Hirawan Tedjokoesoemo will own 0.77% shares, and Public Shareholders will
own 13.64%.
Indicative Timetable of PMTHMETD
Announcement of EGMS to OJK : 28 August 2023
Announcement of EGMS : 4 September 2023
Information Disclosure : 4 September 2023
Recording Date EGMS : 18 September 2023
Invitation of EGMS : 19 September 2023
Additional Information on PMTHMETD (if any) : 9 October 2023
EGMS : 11 October 2023
Requirements for New Shares Issuance through PMTHMETD
The key requirements for the PMTHMETD are the followings:
1. The Company has to obtain the approval of Independent Shareholders in the EGMS;
2. At the latest, 5 (five) business days before the PMTHMETD, the Company is obliged to notify OJK
and announce to public through IDX and the Company's website, regarding the transaction and
prices of the PMTHMETD;
3. At the latest, 2 (two) business days after PMTHMETD implementation, the Company is obliged to
notify the OJK and the public through the IDX and the Company's website, regarding the
execution of the PMTHMETD which will include information on, among other things, the
parties/investor subscribe the new shares, numbers and price of such new shares, and the use of
the proceeds plan.
Use of Proceed
All funds obtained by the Company from the results of PMTHMETD implementation, after deducting
emission expenses, will be used by the Company for the Company's working capital which will be
used to purchase shrimp raw materials and complementary and supplementary materials for the
Company's production activities.
Potential Financiers, Nature and Affiliation, Changes in Controlling Ownership
Until this Disclosure of Information is published, the Company does not yet have a Potential
Financiers related to the Company's PMTHMETD plan. The Company will report whether or not there
is an affiliation relationship as stipulated in Article 15 paragraph (1a) letter g POJK No. 14/2019.
There is no changes in the Company's controlling ownership after the implementation of the
PMTHMETD.
MANAGEMENT DISCUSSION AND ANALYSIS
Key Financial Data
The summary of important financial data presented below has been prepared based on, and should
be read in conjunction with and refers to, the Company's consolidated financial statements for the 6
(six) month period on June 30, 2023 and 2022 (unaudited) and the year ending on December 31,
2022, 2021 and 2020 which have been audited by the Public Accounting Firm (“KAP”) Kosasih,
Nurdiyaman, Mulyadi Tjahjo & Rekan (member of Crowe International), with a fair opinion in all
material respects.
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Consolidated Balance Sheet
(in US Dollar)
30 June 31 December
Remarks 2023 2022
2021 2020
(unaudited)
Current Asset 247.379.707 247.718.078 229.006.842 208.000.029
Non – Current Asset 53.774.747 49.789.975 39.570.596 40.134.544
Total Asset 301.154.455 297.508.053 268.577.438 248.134.573
Short Term Liabilities 206.472.610 209.325.960 189.166.183 170.888.061
Long Term Liabilities 10.394.164 6.899.673 5.742.367 12.461.804
Total Liabilities 216.866.774 216.225.633 194.908.550 183.349.865
Total Equity – net 84.287.680 81.282.420 73.668.888 64.784.708
Total Liabilities and Equity 301.154.455 297.508.053 268.577.438 248.134.573
Consolidated Comprehensive Income Statement
(in US Dollar)
30 June 31 Desember
Remarks 2023 2022
2022 2021 2020
(unaudited) (unaudited)
Net Sales 100.143.181 100.540.108 190.671.111 175.769.252 170.581.115
Cost of Goods Sales (85.200.765) (78.867.998) (155.746.420) (134.899.939) (135.254.796)
Gross Profit (Loss) 14.942.416 21.672.119 34.924.691 40.869.313 35.326.319
Operating Profit (Loss) 8.571.092 10.450.266 12.930.547 19.382.185 21.518.012
Profit (Loss) before Tax 4.381.273 8.080.204 7.167.850 12.050.043 12.466.556
Net Profit (Loss) 3.005.264 6.457.799 7.543.323 9.294.368 10.644.896
Other Comprehensive Income (Expense) - - 70.209 81.649 112.640
Comprehensive Profit (Loss) for the Year 3.005.264 6.457.799 7.613.532 9.376.017 10.757.536
Earnings per Share 0,0013 0,0027 0,0032 0,0040 0,0053
Management Discussion and Analysis Regarding the Company's Financial Proforma
PMTHMETD will have a positive impact on the Company's financial condition and capital structure.
The PMTHMETD will later increase the Company's Total Equity, Cash and Cash Equivalents and
Total Asset.
The assumptions used to simulate pro forma financial consolidation before and after PMTHMETD are
as follows:
1. The PMTHMETD has been approved through the Company's EGMS;
2. The maximum number of newly issued shares of the Company is 235,300,000 New Shares or
represents 10% of the total issued and paid-up capital of the Company;
3. New issued shares are assumed using its par value of Rp 100,-;
4. The total issued and paid-up capital of the Company prior to PMTHMETD is 2,353,000,000
shares;
5. The total issued and paid-up capital of the Company after PMTHMETD increased to a maximum
of 2,588,300,000 shares.
Company's Financial Proforma
(in US Dollar)
Remarks
Before PMTHMETD After PMTHMETD
Current Asset 247.379.707 247.536.574
Non – Current Asset 53.774.747 53.774.747
Total Asset 301.154.455 301.311.321
Short Term Liabilities 206.472.610 206.472.610
Long Term Liabilities 10.394.164 10.394.164
Total Liabilities 216.866.774 216.866.774
Total Equity – net 84.287.680 84.444.547
Total Liabilities and Equity 301.154.455 301.311.321
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STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company are responsible for the validity
of the information in this Disclosure of Information and declare that all material information and
opinions expressed in this Disclosure of Information are true and can be accounted for and there is no
other information that has not been disclosed which could lead to material information in this
Disclosure of Information to be untrue and/or misleading; and
The Board of Commissioners and Directors of the Company have reviewed the Capital Increase plan
including assessing and mitigating the risks and benefits of Capital Increase for the Company and all
Shareholders, and believe that Capital Increase is the best choice for the Company and all
Shareholders.
Therefore, based on the trust and belief that PMTHMETD is indeed the best choice to achieve the
benefits mentioned above, the Board of Directors and Board of Commissioners of the Company
recommend all shareholders of the Company to approve the Company’s planned PMTHMETD as
described in this Disclosure of Information.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions in the Company's Articles of Association, POJK No. 14, POJK No.
15 and Law no. 40 of 2007 concerning Limited Liability Companies (“UUPT”), this Disclosure of
Information was announced on 9 October 2023. The EGMS will be held on 11 October 2023 as
scheduled.
Quorum of Attendance and Resolutions of the EGMS
Based on Article 8A POJK No. 14/2019, the EGMS to discuss the above transaction plan can be held
if it is attended by more than ½ of the total number of shares with valid voting rights owned by
independent Shareholders and Shareholders who are not affiliated with the Company, members of
the Board of Directors, members Board of Commissioners, Major Shareholders of the Company, or
controllers. EGMS resolutions are valid if approved by more than ½ of the total number of shares with
valid voting rights owned 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 controller.
In the event that the quorum for the EGMS is not reached, a second EGMS will be held. The second
EGMS can be held if it is attended by more than ½ of the total shares with valid voting rights owned
by independent Shareholders and Shareholders who are not affiliated with the Company, members of
the Board of Directors, members of the Board of Commissioners, Main Shareholders of the Company,
or controller. The second EGMS decision is valid if approved by more than ½ of the total shares with
valid voting rights owned 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 controllers present at the second EGMS.
In the event that the quorum for the second EGMS is not reached, a third EGMS will be held. The
third EGMS can be held provided that the third EGMS is valid and has the right to make decisions if it
is attended by independent Shareholders and Shareholders who are not affiliated with the Company,
members of the Board of Directors, members of the Board of Commissioners, Main Shareholders of
the Company, or controllers, with a specified attendance quorum by OJK at the request of the
Company.
The decision of the third EGMS is valid if it is approved by independent shareholders and
shareholders who are not affiliated parties with the Public Company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders or controllers who represent
more than 50% (fifty percent) of the shares owned by independent shareholders and shareholders
who are not affiliated with the Public Company, members of the Board of Directors, members of the
Board of Commissioners, major shareholders or controllers who attend the EGMS.
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ADDITIONAL INFORMATION
To obtain additional information in connection with this PMTHMETD, the Company's Shareholders
may submit it to the Company's Corporate Secretary and Investor Relations, during the Company's
working days and hours at the address below:
Head Office:
Jl. Raya Banyuwangi Km. 10
Situbondo, Jawa Timur 68362
Phone : +62 (338) 672221
Email: corsec@pancamitra.com
Website: www.pancamitra.com
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