Skip to content
Back to announcement

20230824_DIGI_Tanggapan atas Permintaan Penjelasan Bursa_31383761_lamp2.pdf

Other Text extracted DIGI

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 8

Page 1
No.        : 038/ADM/BOD/VIII/2023                                                                         Jakarta, 24 August 2023

To       :
PT Bursa Efek Indonesia (Indonesia Stock Exchange)
Bursa Efek Indonesia Building Tower 1 6th Floor,
Jl. Jend.Sudirman Kav.52-53,
Jakarta 12190 – Indonesia

f.a.                 : Mr. I Gede Nyoman Yetna – Director
                       Mrs. Lidia M. Panjaitan – Head of Corporate Valuation Division 3

Subject              : Response to IDX Letter No. S-06977/BEI.PP3/08-2023


Sincerely,

First of all, we would like to thank you for the support from the Indonesia Stock Exchange.

Responding to the letter of the Indonesia Stock Exchange ("IDX") No. S-06977/IDX.PP3/08-2023 which we
received on August 22, 2023 through the SPE-IDXnet application, regarding the Request for Explanation
("IDX Letter"), the following is the answer and further explanation that PT Arkadia Digital Media Tbk (the
"Company") can convey:

1. Based on CALK 12 regarding miscellaneous debt, there is information that the Company has issued a
   Convertible Performance Debenture (CPD) to the Emerging Media Opportunity Fund I, LP (EMOF) in
   the amount of USD750,000 maturing on June 30, 2023 and must be converted into ordinary shares of the
   Company. On June 30, 2023, the Company and EMOF I have signed an addendum to the second
   amendment and restatement of the CPD agreement, while based on the Company's letter No.
   020/ADM/BOD/VI/2023 dated June 5, 2023, there is information that on the maturity date the Company
   will receive a notification letter from EMOF for the implementation of the CPD conversion. In this regard,
   please explain:


a. Background and reasons for not performing CPD conversion on the due date.
    Responses:
       The CPD conversion was not carried out mainly because EMOF I did not approve the conversion and
       chose to propose the option of extending the CPD maturity date for the next three years with the scheme
       of repaying the principal debt by the Company through installments. This choice and option decision was
       marked by the non-issuance of a notification letter from EMOF I for the execution of CPD conversion by
       the maturity date of June 30, 2023.
b. Background and causes of the Company to make the addendum to the second amendment and restatement
   of the convertible performance bond agreement.
    Responses:
       The addendum to the second amendment and restatement of the CPD agreement was made as a result of
       the agreement between the Company's management and EMOF I management after intensive
       communication and discussion several days before the due date of June 30, 2023.
c. Impact of the addendum of the second amendment and restatement of convertible performance bond
   agreement on the Company's finances.



PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 2
    Responses:
    For now, there is no or no impact, because the addendum has not been effective because it is still waiting
    for certainty that the extension of this due date is in accordance with applicable laws and regulations,
    including OJK Regulations. However, when it becomes effective, in the sense that installment payments
    have begun, then every month there will be additional expenditure items from the Company's finances
    according to the amount of installments per month.
d. Information regarding the subject or provisions made by the addendum to the convertible performance
   bond agreement. The Company must disclose detailed information before and after the addendum.
    Responses:
    The addendum to the second amendment and restatement of the CPD agreement as agreed upon by the
    parties (EMOF I and the Company) remains as part of the CPD agreement that was previously in force.
    The addendum is only carried out on points related to changes in the due date; and on the change in
    principal repayment to monthly installments for the next three years, in the sense that it does not become
    share conversion. While other points still refer to the articles in the CPD agreement that have been in
    force before.
e. The impact of the addendum to the second amendment and restatement of the convertible performance
   bond agreement on the Company's capital increase plan.
    Responses:
    Regarding the Company's capital increase plan, we consider that the addendum does not have a direct
    negative impact, especially because it has nothing to do with the addition of new capital for the Company
    because the funds provided by EMOF I have previously been absorbed and have been used for operational
    purposes and business development of the Company. On the other hand, the Company's management
    considers that the signing agreement of this addendum actually ensures at least a continuation of good
    relations between the Company and EMOF I and MDIF Media Finance I B.V (MDIF).
f. The background and cause of the effective date of the agreement addendum must obtain approval from
   the Financial Services Authority and/or from the Indonesia Stock Exchange.
    Responses:
    The effective date of this CPD agreement addendum is agreed to be approved by the Financial Services
    Authority (OJK) and/or from the Indonesia Stock Exchange (IDX) mainly because the Company and
    EMOF I want to ensure that the contents of this addendum are in accordance or do not violate applicable
    laws and regulations, including OJK Regulations, Exchange Regulations, and other related regulations or
    regulations. Thus, although the principle agreement on this addendum has been signed on June 30, 2023,
    the new maturity date and the commencement date of payment installments for the next three years will
    only be confirmed through adjustments after approval from the OJK and/or from the IDX and after being
    confirmed in accordance with other laws and regulations.
g. Information regarding matters or conditions requested approval from the Financial Services Authority
   and/or from the Indonesia Stock Exchange on the addendum to the agreement.
    Responses:
    The matters or provisions that the Company seeks approval from the OJK and/or IDX are mainly
    regarding whether this addendum can apply in accordance with existing laws and regulations in Indonesia,
    and if, for example, it must refer to or follow the provisions of OJK Regulations (POJK) and/or IDX
    Regulations, which regulations and which parts of the provisions or articles must be met.
h. The latest developments on the request for approval from the Financial Services Authority and/or from
   the Indonesia Stock Exchange.
    Responses:
    Regarding the application for approval from OJK and/or from IDX, so far the Company, especially to
    OJK, has sent three letters. The first is letter number 029/ADM/BOD/VII/2023 dated July 5, 2023 which
    essentially contains information about the signing of the addendum along with its reasons and

PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 3
    explanations, as well as asking whether this addendum can apply, and hopes that an explanation from the
    OJK which if necessary can be done through face-to-face or online meetings or discussions. To this letter,
    OJK has given a response in which in essence the Company is asked to pay attention to and comply with
    applicable regulations in the Capital Market sector, including POJK 17/2020, POJK 42/2020, and POJK
    31/2015. Furthermore, in order to ascertain which parts of these regulations must be fulfilled by the
    Company, as well as to discuss the Company's interpretation of these provisions, a letter numbered
    035/ADM/BOD/VII/2023 dated July 31, 2023, and an additional letter numbered
    037/ADM/BOD/VIII/2023 dated August 11, 2023 with the subject of a Request for Discussion Time and
    Explanation which essentially explains what things are needed by The Company is in discussion and/or
    explanation from OJK.
i. The target of the application for approval from the Financial Services Authority and/or from the Indonesia
    Stock Exchange can be obtained by the Company.
    Responses:
    The Company does not specifically target the time for the application for approval of this CPD agreement
    addendum, but hopes to get an answer, explanation or certainty as soon as possible, in order to take the
    next steps that must be taken. As for the expectation, the Company hopes that the signing of this CPD
    agreement addendum can be approved, which means that it is ensured to be in accordance with applicable
    laws and regulations.
j. Source of funding to be used by the Company to pay off the principal.
    Responses:
    The source of funding that will be used by the Company to pay off the principal will mainly come from
    the Company's regular income through its subsidiaries, as well as from other sources of funds obtained
    through new programs or other innovations in the future.
k. The basis for determining the short-term and long-term categories of loans from EMOF considering that
    the effective date of the addendum to the agreement has not been determined.
    Responses:
    The determination of the short-term and long-term categories of loans from EMOF I will be based on
    when the addendum to this agreement can be enforced, either through OJK and/or IDX approval or
    through other steps or processes that must be fulfilled in order to obtain ratification of the addendum,
    which will then be drawn within the next three years for the maturity date and installment period.
l. Background and reasons for the Company's failure to disclose information to the public regarding the
    addendum to the second amendment and restatement of the convertible performance bond agreement
    signed on June 30, 2023.
    Responses:
    The Company does not or has not disclosed information to the public regarding the signing of the second
    amendment addendum and restatement of the CPD agreement on June 30, 2023, mainly because basically
    the agreement addendum has not been effective because it needs to get prior approval or get certainty that
    it is in accordance with applicable laws and regulations. The Company itself ensures that it will always
    disclose information to the public as soon as possible for every corporate action taken.
m. Other material information or facts to the addendum to the agreement.
    Responses:
    Other than as described above, so far there is no other material information or facts on the addendum to
    the agreement.


2. Based on CALK 12 regarding other debts, there is information that the Company received a loan from
   MDIF Media Finance I B.V (MDIF) of USD 250,000 with an interest rate of 10% per year and will be



PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 4
    paid in 9 installments with a maturity date on June 30, 2023 and the loan balance from MDIF as of June
    30, 2023 is IDR 289, 43 million. In connection with this to be explained:


a. Background and causes as of June 30, 2023, the Company still has a debt of IDR 289.43 million to MDIF,
   while the debt should have matured as of June 30, 2023.
    Responses:
    The background and cause are due to the Company's cashflow condition which causes payments to be
    delayed or delayed from the due date, where MDIF had previously known about it and agreed to a delay
    in repayment.
b. Information on provisions that are not fulfilled by the Company in the debt agreement with MDIF for the
   unpaid debt of the Company on the maturity date.
    Responses:
    Payment cannot be fulfilled as due as of June 30, 2023, which in this case is not disputed by MDIF
    because it has previously known about this and agreed to a delay in repayment through communication
    and mutual agreement.
c. Information regarding the addendum to the debt agreement with MDIF (if any).
    Responses:
    There is no addendum to the debt agreement with MDIF, but only a mutual agreement regarding periodic
    payments every month with a mutually determined amount.
d. Update on the amount of the Company's debt to MDIF. In the event that there has been repayment to
   explain the time period for repayment of the debt.
    Responses:
    The remaining principal debt to MDIF worth IDR 289.43 million (US$19,295.62) has been settled on
    July 25, 2023.
e. The consequences received by the Company by not paying off all of the Company's debts on the due date.
    Responses:
    The consequence received by the Company by not paying off all of the Company's debts according to the
    maturity date is only the additional current interest that must be paid by the Company.


3. In connection with CALK 13 regarding accrued costs and point C.9 of the Company's explanatory
   response, there is information that there are arrears in payment by the Company for BPJS Employment
   contributions. In connection with this to be explained:


a. The background and causes of the Company only booked accrual expenses for BPJS Employment but
   there were no accruals on BPJS Kesehatan.
    Responses:
    The Company always pays BPJS Kesehatan according to the period of its expense, so that thus there is
    no accrual of BPJS Kesehatan.
b. The background and causes of the Company not accruing obligations to BPJS Kesehatan while the
   amount of BPJS Health contribution obligations can be calculated by the Company based on the number
   of participants and the value of their obligations.




PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 5
    Responses:
    The Company does not make accruals because BPJS Kesehatan billing is carried out for the current
    month's use and payments are also made in the current month.
c. Information regarding the status of participation of the Company's employees in BPJS Kesehatan.
    Responses:
    The membership status of active employees corresponds to the pay period, because there are never arrears.
d. The Company's strategy and efforts to make payments for arrears of BPJS Employment contributions.
    Responses:
    The Company has applied for gradual payment of BPJS Employment arrears. This is to alleviate the
    Company's current cash flow condition. As for the strategy on cash flow and to ensure arrears can be paid
    as soon as possible, the Company implements financial efficiency with a priority scale, in addition to
    maximizing income through the business units it manages.
e. The source of funding that will be used by the Company to make payments for arrears of BPJS
   Employment contributions.
    Responses:
    The source of funding for payment of arrears of BPJS Employment contributions will come from the
    Company's business results.
f. Information about the number of months in arrears to BPJS Employment along with late fees.
    Responses:
    The details of the number of months in arrears from the parent and subsidiaries as of June 30, 2023 are
    as follows:
     PT Arkadia Digital Media is 14 months in arrears from May 2022 to June 2023
     PT Arkadia Media Nusantara is 18 months in arrears from January 2022 to June 2023
     PT Mata Media Nusantara is 14 months in arrears from May 2022 to June 2023
g. The Company's commitment to fulfill the obligations of labor aspects, especially related to BPJS
   participation and payment of contributions.
    Responses:
    The Company is fully committed to fulfilling the obligations of labor aspects, including related to BPJS
    participation and payment of contributions, as evidenced by, among others, the gradual payment of BPJS
    Employment arrears on June 28, 2023 and July 31, 2023.


4. Based on the statement of financial position as of June 30, 2023, the Company booked total liabilities
   greater than the Company's total assets. In connection with this to be explained:


a. The impact of these conditions on the Company's business activities.
    Responses:
    The impact of this condition is that the Company has difficulty paying several obligations, because the
    Company must make payments according to the priority scale.
b. The Company's strategy and efforts so that all of the Company's obligations can be paid in accordance
   with the predetermined period.
    Responses:
    The Company's strategies and efforts to ensure that it can fulfill all obligations include:

PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 6
     Make efficiencies and determine priority scales
     Improve the Company's operating results


5. Based on the report of financial position as of June 30, 2023, it recorded a capital deficiency of IDR 5.07
   billion. In connection with this to be explained:


a. The Company's strategy and plan to recover the equity balance can be positive considering that until June
   30, 2023, the Company is still posting an operating loss.
    Responses:
    The Company's strategies and plans to recover equity balances can be positive, including:
     Perform financial efficiency and determine priority scales
     Improve the Company's operating results
     Finding other sources of income through the launch of new programs or other innovations
b. Continuation of the capital increase plan by the Company after the second amendment addendum and
   restatement of the convertible performance bond agreement.
    Responses:
    The Company's capital increase plan is not affected by the second amendment addendum to the CPD
    agreement, especially because it has nothing to do with the addition of new capital for the Company
    because the funds provided by EMOF I have previously been absorbed and have been fully used for the
    Company's operational and business development purposes.


6. Based on the statement of financial position as of June 30, 2023, the Company posted a loss balance of
   IDR 50.03 billion. In connection with this to be explained:


a. The Company's strategy to recover the condition of the loss balance can be a positive profit balance so
   that in the future the Company can distribute dividends to shareholders.
    Responses:
    The Company's strategies to recover the condition of the loss balance in order to become a positive profit
    balance, among others, are:
     Perform financial efficiency and determine priority scales
     Maximizing the Company's business results
     Launch of new programs or other innovations that have the potential to increase sources of income
b. The Company's level of confidence in being able to recover the condition of the loss balance can be a
   positive profit balance considering that until June 30, 2023, the Company has not posted operating profit
   so that the value of the loss balance is increasing.
    Responses:
    The Company is confident and optimistic that this year it will record a positive profit balance.


7. Current operational conditions for each subsidiary of the Company. The Company is required to provide
   the latest conditions on the web portal managed by the Company's subsidiaries.




PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 7
    Responses:
    The current operational conditions for each of the Company's subsidiaries are as follows:
        PT Arkadia Media Nusantara, which manages web portals Suara.com, Beritahits.id, Yoursay.id,
        TheIndonesia.id, and Clickmov.com is in normal and active operational condition
        PT Mata Media Nusantara (Matamata.com, Hitekno.com, Bolatimes.com) is in normal and active
        operational condition
        PT Integra Archipelago Media (Dewiku.com, Guideku.com, Mobimoto.com, Himedik.com) is in
        normal and active operational condition


8. New programs to be launched by the Company as a form of innovation and business development.
    Responses:
    In the near future to the next few months, the Company plans to launch several new programs, including:
    cooperation in managing web portals with several local media partners; implementation of artificial
    intelligence as an aid in the content production process of the Company's web portals; as well as
    remodeling and refocusing as well as re-launching Dewiku.com which will also be included in the Woman
    Media Startup cooperation program.


9. The latest developments on the Nexus Creator Hub program launched by the Company in March 2023.
    Responses:
    The Nexus Creator Hub program is currently active, where one of the programs being prepared includes
    the Local Influencer Festival in Yogyakarta in November 2023, in line with the ongoing talent incubation
    program. Meanwhile, projects that have been carried out or are currently running include several
    campaigns for private clients and SOEs, including helping the needs of the sales team. Currently, with
    nearly 1,000 influencers in the database, dozens of them have agreed to work together or are ready to
    onboard on some program.


10.Contribution of revenue obtained by the Company from the Nexus Creator Hub program.
    Responses:
    As of the end of July 2023, the revenue that has been obtained by the Company from the Nexus Creator
    Hub program is IDR 81,000,000 (before VAT).


11.Plan of corporate action for the next 12 months (if any).
    Responses:
    There is no planned corporate action by the Company in the next 12 months, other than waiting for the
    certainty of the effective validity of the CPD agreement addendum and/or the steps that must be fulfilled
    in ensuring the entry into force of the addendum.




PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239
Page 8
12.Other important information/events that are material and may affect the continuity of the Company's
   business and may affect the Company's share price.
    Responses:
    Currently, there is no information and/or other important events that are material and may affect the
    Company's business continuity and may affect the Company's share price.



That is all we can inform through this letter. Thank you for your attention and cooperation.

Sincerely,




PRESIDENT DIRECTOR




Copy:
Director of Supervision of Issuers and Public Companies 1 of Financial Services Authority




PT Arkadia Digital Media Tbk. | Jl. Mega Kuningan Timur Blok C6 Kav. 9 Kawasan Mega Kuningan, Jakarta Selatan - 12950 | Telp +62 21 5010 1239

File

File Open PDF
Source IDX
Size0.36 MB
Published24 Aug 2023
Pages8
Characters22,950
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 0 people and organisations named in the text · linked when the evidence is strong

The name pass has not read this document yet.

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

No extraction attempted yet.

↑↓ select ↵ open ⇧↵ see every result