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20260310_TOBA_Laporan Informasi dan Fakta Material_32052772_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS
PT TBS ENERGI UTAMA TBK (THE “COMPANY”)
IN RELATION TO THE PLAN TO CONDUCT A SHARE BUYBACK
(THE “SHARE BUYBACK”)
THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT AND
SHOULD BE READ AND CONSIDERED BY THE SHAREHOLDERS IN RELATION TO THE SHARE
BUYBACK. IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED
IN THIS DISCLOSURE OF INFORMATION, YOU SHOULD CONSULT WITH YOUR LEGAL ADVISOR,
PUBLIC ACCOUNTANT, FINANCIAL ADVISOR, OR OTHER PROFESSIONAL ADVISORS.
PT TBS ENERGI UTAMA TBK (“THE COMPANY”)
Domiciled in South Jakarta
Business Activities:
Investments in coal mining and trading, oil palm plantations and are developing its business as an independent
power producer, as well as investments in renewable energy as well as wholesale and retail of vehicles through
its subsidiaries.
Head Office:
Treasury Tower Level 33, SCBD Lot.28, Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Phone: (62-21) 5020 0353, Fax: (62-21) 5020 0352
Email: corsec@thisistbs.com Website: www.thisistbs.com
THIS DISCLOSURE OF INFORMATION IS PREPARED AND INTENDED FOR THE PURPOSE OF
COMPLYING WITH FINANCIAL SERVICES AUTHORITY REGULATION NO. 29 OF 2023
CONCERNING THE BUYBACK OF SHARES ISSUED BY A PUBLIC COMPANY.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, EITHER
INDIVIDUALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF THE INFORMATION CONTAINED HEREIN AND AFTER CONDUCTING CAREFUL
RESEARCH, AFFIRM THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE IS NO
MATERIAL INFORMATION THAT HAS BEEN UNSTATED THAT CAUSES THE INFORMATION IN
THIS INFORMATION DISCLOSURE TO BE UNTRUE AND/OR MISLEADING.
This disclosure of Information is issued in 10 March 2026
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I. DEFINITIONS AND ABBREVIATIONS
Indonesia Stock Exchange : A stock exchange as defined in Article 1 number 4 of the Capital
Markets Law, in this case organized by PT Bursa Efek
Indonesia, domiciled in Jakarta, where the Shares are
registered.
Business Day : Every day, except for Saturday, Sunday, or national holidays,
when commercial banks in Indonesia are open for business.
KSEI : Abbreviation for PT Kustodian Sentral Efek Indonesia,
domiciled in Jakarta, which is a Central Securities Depository in
accordance with the Capital Markets Law.
The Company Consolidated : The Consolidated Financial Statements as of 9 March 2026
Financial Report and for the twelve-month period then ended, which have been
audited by the Public Accounting Firm Purwanto, Susanti
and Surja (EY) as stated in their Report
No.00130/2.1505/AU.1/02/0685-2/1/III/2026 dated 9 March
2026.
Financial Services Authority or : An independent institution with regulatory, supervisory,
OJK inspection and investigative functions, duties and authorities
as referreed to in Article 1 number 1 of Law Number 21 of 2011
on Financial Services Authority (“OJK Law”) in conjunction
with the Decision of the Constitutional Court of the Republic of
Indonesia in Case Number 25/PUU-XII/2014 which was read
on 4 August 2015.
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 Shareholders Registrar PT
Datindo Entrycom.
Company : PT TBS Energi Utama Tbk, a public limited liability company
established and subject to the laws of the Republic of
Indonesia, domiciled in South Jakarta, and having its address
at Treasury Tower, Level 33 District 8, SCBD Lot 28, Jl. Jend.
Sudirman Kav. 52-53, Jakarta 12190, Indonesia.
Estimated Shares Buyback : As of the date of this Disclosure of Information, the estimated
Funds total amount of funds is IDR448,691,151,150 or equivalent to
US$26,519,957, assuming an exchange rate of
US$1 (one United States Dollar) to IDR16,919.
Shares Buyback : Buyback of the Company’s issued and listed shares on the
Indonesia Stock Exchange amount of up to 815,802,093
(eight hundred fifteen million eight hundred two thousand
ninety-three) shares, representing 10% (ten percent) of the
Company’s issued and paid-up capital, will be conducted
gradually within a period of 12 (twelve) months following the
approval of the Share Buyback plan at the Extraordinary
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General Meeting of Shareholders (EGMS), or within a period of
less than 12 (twelve) months if terminated earlier by the
Company in accordance with Article 9 of OJK Regulation
No. 29/2023.
POJK No. 29/2023 : OJK Regulation No. 29/POJK.04/2023 dated 29 December
2023 regarding the Buyback of Shares Issued by Publicly-
Listed Companies.
POJK No. 15/2020 : OJK Regulation No. 15/POJK.04/2020 concerning the Plan
and Implementation of the General Meeting of Shareholders of
Public Companies.
General Meeting of : General Meeting of Shareolders.
Shareholders
EGMS : Extraordinary General Meeting of Shareholders.
Shares : All shares that have been issued and paid in full in the
Company.
Capital Markets : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Law Markets, the Republic of Indonesia State Gazette No. 64 of
1995, Supplement No. 3608, as amended with P2SK Law.
Company Law : Law No. 40 of 2007 dated 16 August 2007 regarding Limited
Liability Companies, and has been announced in the State
Gazette of the Republic of Indonesia No. 106 of 2007,
Supplement No. 4756, as amended by Government Regulation
in Lieu of Law of the Republic of Indonesia No. 2 of 2022
regarding Job Creation, which has been stipulated as law
pursuant to Law No. 6 of 2023 concerning the Stipulation of
Government Regulation in Lieu of Law No. 2 of 2022
concerning Job Creation into Law.
P2SK Law : Law No. 4 of 2023 regarding Financial Sector Development and
Reinforcement, which is published in the State Gazette No. 4
Year 2023, Supplement No. 6845.
II. INTRODUCTION
The Company hereby informs its Shareholders that the Company will convene an Extraordinary
General Meeting of Shareholders (“EGMS”) on Thursday, 16 April 2026, in which one of the agenda
items of the EGMS is to request the approval of the Company’s Shareholders in relation to the
proposed Share Buyback of the Company in accordance with the provisions of the Company Law, OJK
Regulation No. 29/2023, and other applicable laws and regulations.
This Disclosure of Information is made for the interest of the Company’s Shareholders in order to
obtain information and a clear overview regarding the proposed Share Buyback of the Company, so
that the Company’s Shareholders can make decision in relation to the proposed Share Buyback.
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The proposed Share Buyback and the transfer of shares resulting from such buyback will be carried
out in accordance with the prevailing laws and regulations in the Republic of Indonesia, including the
Company Law and OJK Regulation No. 29/2023.
III. INFORMATION REGARDING THE COMPANY’S SHARES BUYBACK
A. ESTIMATED SCHEDULE FOR THE IMPLEMENTATION OF THE SHARE BUYBACK
1. Announcement of the GMS and Disclosure of Information 10 March 2026
on the Proposed Share Buyback of the Company
2. Estimated Date of the GMS for the Share Buyback 16 April 2026
3. Estimated Schedule for the Share Buyback Period 17 April 2026 – 17 April 2027
B. ESTIMATED COST OF THE SHARE BUYBACK AND THE TOTAL NOMINAL VALUE OF THE
SHARES SUBJECT TO THE SHARE BUYBACK
The estimated number of shares subject to the Share Buyback is 815,802,093 (eight hundred
fifteen million eight hundred two thousand ninety-three) shares, representing 10% (ten percent)
of the Company’s issued and paid-up capital, which remains within the limit stipulated under the
prevailing laws and regulations. The Share Buyback will not cause the Company’s net assets to
become less than the total issued capital plus the mandatory reserves that have been set aside as
required under Article 37 paragraph (1) of the Company Law. The number of the Company’s free
float shares after the implementation of the Share Buyback will continue to comply with the
provisions stipulated under the prevailing laws and regulations.
The funds to be used by the Company for the Share Buyback will be sourced from the Company’s
internal cash and will not significantly affect the Company’s financial ability to meet its other
obligations as they fall due. Assuming the Share Buyback is fully implemented, the estimated
maximum amount of funds for the Share Buyback is up to IDR448,691,151,150 or equivalent to
US$26,519,957, based on the assumption that US$1 (one United States Dollar) equals IDR16,919.
Such amount includes transaction costs, broker fees, and other costs related to the Company’s
Share Buyback transaction.
The estimated funds for the Share Buyback above are calculated based on the closing price of the
Company’s shares on 9 March 2026, which was IDR550 per share. In the event that the
Company’s share price at the time of the implementation of the Share Buyback differs from the
share price used as the reference for calculating the estimated funds for the Share Buyback as
disclosed in this Disclosure of Information, the funds allocated by the Company for the Share
Buyback will be adjusted in accordance with the prevailing share price on the Indonesia Stock
Exchange for the purpose of implementing the Company’s Share Buyback, with reference to the
provisions of Article 11 and/or Article 12 of OJK Regulation No. 29/2023 (as applicable).
In the event that the number of shares bought by the Company under the Share Buyback Program
have not reach 815,802,093 (eight hundred fifteen million eight hundred two thousand ninety-
three) shares or represent 10% (ten percent) of the Company’s issued and paid-up capital (as a
result of differences between the reference share price used in this Disclosure of Information and
the prevailing share price on the Indonesia Stock Exchange), while the total funds required to fully
implement the Share Buyback would exceed the estimated funds for the Share Buyback, the
Company will increase the allocation of the estimated funds for the Share Buyback in an
appropriate amount to cover such shortfall so that the number of shares bought back may reach
815,802,093 (eight hundred fifteen million eight hundred two thousand ninety-three) shares,
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representing 10% (ten percent) of the Company’s issued and paid-up capital, while remaining in
compliance with the provisions of Article 37 paragraph (1) of the Company Law and OJK
Regulation No. 29/2023.
The source of the Estimated Funds for the Share Buyback does not stem from proceeds of a public
offering and does not constitute funds derived from any loans and/or indebtedness in any form.
C. EXPLANATION, CONSIDERATION AND REASON OF SHARE BUYBACK
Background
The Company’s management intends to obtain approval from the Shareholders through an
Extraordinary General Meeting of Shareholders (EGMS) for the proposed Share Buyback. In
implementing this plan, the management has considered the following matters:
1. The Company's current share price does not reflect its Company’s true value and growth
potential. This Shares Buyback Plan aims to show the public that the Company has strong
confidence and trust in the Company's growth.
2. The Company's Shares Buyback Plan can provide flexibility for the Company in managing the
stability of the Company's share price so that it can reflect the Company's true
value/performance.
3. By considering the implementation of the Shares Buyback plan and future developments in
the Company's performance, the Company can also encourage efficiency and effectiveness
in relation to facilitating the return of excess funds to its shareholders.
4. The Company's Shares Buyback Plan can have a positive impact on the Company's
shareholders in terms of profit per Company’s share.
The Plan to Transfer of Treasury Shares:
The transfer of Shares Buyback by the Company can be implemented within 3 (three) years after
the completion of the Shares Buyback where this period can be extended with approval in the
provisions of Article 16 of POJK No. 29/2023.
In accordance with Article 21 POJK No. 29/2023, the transfer of shares resulting from the Shares
Buyback will be carried out by the Company by:
1. sold both on the Indonesia Stock Exchange or outside the Indonesia Stock Exchange;
2. withdrawn by capital decrease;
3. implementation of share ownership programs by employees and/or directors and board of
commissioners of the Company;
4. implementation of payments/settlements for certain Company transactions;
5. implementation of conversion of equity securities issued by the Company (if any);
6. distribution of shares buyback to shareholders proportionally; and/or
7. other methods with approval from Otoritas Jasa Keuangan.
D. ESTIMATION OF DECREASE OF THE COMPANY’S INCOME AND IMPACT OF FINANCING
The Company believes that there will be no material adverse impact resulting from the decrease
of income in relation to the implementation of Shares Buyback as the Company sufficient working
capital and cash flows to perform the Shares Buyback with the Company's business activities and
there is no material impact on the Company's financing costs as a result of implementing the Share
Buyback.
For Share Buyback purposes, the Company will use internal cash in the amount of Estimated Cost
Buyback or estimated at only 3.34% of the Company's total assets which based on the Company's
Consolidated Financial Statements are recorded at US$793,094,143.
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E. PROFORMA OF COMPANY’S EARNINGS PER SHARE AFTER THE SHARES BUYBACK
Based on the Company’s Consolidated Financial Statements, the Company’s earnings per share
amounted to US$-0.0195. It is estimated that after the Company's Shares Buyback which
calculate the Estimated Cost Buyback, will be as follows:
(in United States Dollars)
Description 31 December 2025
Before Impact After
Total Assets 793,094,143 (26,519,957) 766,574,186
Total Equity 215,321,260 (26,519,957) 188,801,303
Total Equity Attributable to Owners of
194,114,131 (26,519,957) 167,594,174
the Parent Entity
Loss for the Year Attributable to Owners (161,246,871) - (161,246,871)
of the Parent Entity
Basic Loss per Share Attributable to
(0.0195) (0.0021) (0.0217)
Owners of the Parent Entity
Return on Asset (ROA)* (20.42%) (0.71%) (21.13%)
Return on Equity (ROE)** (75.21%) (10.56%) (85.78%)
Notes: *) net income attributable to owners of the Company divided by the Company’s total
assets **) net income attributable to owners of the Company divided by total equity attributable
to owners of the Company.
Therefore, based on the explanation above, the Company believes that the implementation of the
Share Buyback transaction will not have a material adverse impact on the Company’s business
activities.
F. LIMITATION ON SHARE BUYBACK PRICE
The Company will conduct the Share Buyback with the price in accordance with the provisions as
regulated in POJK No. 29/2023, namely the price of the Shares Buyback will depend on the type
of transaction carried out by the Company in implementing the Share Buyback. For the Shares
Buyback conducted through the Indonesia Stock Exchange, then the transaction will performed
by 1 (one) Indonesia Stock Exchange Member and the offer price must be lower than or equal to
the transaction price that occurred previously. However, in the event that any part of the Shares
Buyback transaction is carried out outside the Indonesia Stock Exchange, the Company's Shares
Buyback price will be the highest at the average price of the closing price of daily trading on the
Indonesia Stock Exchange for the last 90 (ninety) days before date of Shares Buyback by the
Company.
G. LIMITATION OF PERIOD OF SHARE BUYBACK
The Share Buyback Period will be conducted for a maximum period of 12 (twelve) months after
the date of the EGMS approving the Share Buyback, from 17 April 2026 until 17 April 2027, in
accordance with the provisions of Article 9 paragraph (1) of OJK Regulation No. 29/2023.
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The Company may terminate the Share Buyback, at his own consideration, under the following
conditions:
(i). the target number of Shares Buyback by the Company has been entirely purchased;
(ii). the 12 (twelve) months period has been fulfilled; or
(iii). may be terminated prior to reaching the target number of shares under the Share Buyback or
prior to the expiry of the Share Buyback period, if deemed necessary by the Company’s
management.
In the event that the Company terminates the implementation of the Share Buyback as referred to
in item (iii), the Company will notify the OJK of such termination along with the reasons therefor
and announce the termination of the Share Buyback to the public no later than 2 (two) Business
Days after the decision to terminate the implementation of the Share Buyback has been made.
H. METHODS OF SHARE BUYBACK
The Company will perform the Share Buyback either through transactions on the Indonesia Stock
Exchange or outside the Indonesia Stock Exchange in accordance with the provisions of POJK
No. 29/2023. In the event that any portion of the Share Buyback is carried out through
transactions on the Indonesia Stock Exchange, the Company will appoint 1 (one) member of the
Indonesia Stock Exchange to conduct the buyback of the Company’s shares through trading on
the Indonesia Stock Exchange during the Share Buyback period. The offer price to buy back the
shares must be lower than or equal to the price of the previous transaction.
I. MANAGEMENT ANALYSIS AND DISCUSSION IN RELATION TO SHARES BUYBACK
The Share Buyback is based on the assumption that the maximum number of shares to be bought
back by the Company is 815,802,093 (eight hundred fifteen million eight hundred two thousand
ninety-three) shares, and that the buyback price will be determined in accordance with the
applicable regulations. The implementation of the Share Buyback will not affect the Company’s
business activities and operations, as the Company has sufficient working capital to carry out its
business activities.
IV. GENERAL MEETING OF SHAREHOLDERS
The EGMS related to the Share Buyback will be held with the following details:
EGMS Date : 16 April 2026
Time : Will be announced on the date of the EGM Invitation.
Venue : Will be announced on the date of the EGM Invitation.
Agenda : Approval of the Share Buyback of the Company.
Quorum of Attendance : Pursuant to Article 38 juncto Article 88 of the Company Law:
and Decisions 1. EGMS for the agenda of Share Buyback can be implemented if
the EGMS is attended by Shareholders representing at least
2/3 of the total shares with valid voting rights, and decisions
can only be approved by Shareholders representing more than
2/3 of the total shares with voting rights who attended the
EGMS.
2. In the event of the first EGMS attendance quorum is not
achieved, then the second EGMS will be held under the
condition whereby the second EGMS is legitimate and entitled
to make a decision if the EGMS is attended or represented by
at least 3/5 of the total shares with voting rights and the
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decisions are valid if approved by more than 1/2 of the total
shares with voting rights attended at the second EGMS.
3. If the attendance quorum at the second EGMS is not achieved,
then the third EGMS could be held under the condition whereby
the third EGMS is legitimate and entitled to make decisions, if
attended by shareholders of shares with valid voting rights in
the quorum and decision quorum set by the OJK upon the
request of the Company.
The following is the schedule for the EGMS:
Date of submission of the EGMS plan to OJK : 3 March 2026
Date of Announcement of the EGMS and Disclosure of Information : 10 March 2026
Date of Invitation of the EGMS : 25 March 2026
Date of EGMS : 16 April 2026
Date of the Summary of the Minutes of EGMS : 20 April 2026
V. ADDITIONAL INFORMATION
To obtain additional information, the Company's shareholders may contact the Company's Corporate
Secretary, on any day and working hours of the Company at the Company's head office at the following
address:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot.28,
Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Email : corsec@thisistbs.com
Thus, this Information Disclosure is made and addressed to the Company's shareholders.
Jakarta, 10 March 2026
PT TBS Energi Utama Tbk
Board of Directors of the Company
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H. METHODS OF SHARE BUYBACK
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