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20230726_IGAR_Laporan Informasi dan Fakta Material_31354353_lamp3.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT CHAMPION
PACIFIC INDONESIA TBK WITH RESPECT TO THE COMPANY'S PLAN TO
SHARES BUYBACK (BUYBACK) UNDER THE SIGNIFICANTLY FLUCTUATED
MARKET CONDITIONS IN ACCORDANCE WITH OJK REGULATION NO.
2/POJK.04/2013 AND OJK CIRCULAR LETTER NO. 2/POJK.04/2013.
2/POJK.04/2013 AND OJK CIRCULAR NO. 3/SEOJK.04/2020
("INFORMATION DISCLOSURE")
THIS DISCLOSURE OF INFORMATION IS SUBMITTED BY PT CHAMPION PACIFIC
INDONESIA TBK IN ORDER TO COMPLY WITH THE REGULATION OF THE
FINANCIAL SERVICES AUTHORITY (“OJK”) NUMBER 2/POJK.04/2013 DATED
AUGUST 26, 2013 CONCERNING THE REPURCHASE OF SHARES ISSUED BY
ISSUERS OR PUBLIC COMPANIES IN MARKET CONDITIONS THAT FLUCTUATE
SIGNIFICANTLY AND CIRCULAR LETTER OF THE FINANCIAL SERVICES
AUTHORITY NUMBER 3/SEOJK.04/2020 DATED MARCH 9, 2020 CONCERNING
OTHER CONDITIONS CONSTITUTING SIGNIFICANTLY FLUCTUATING MARKET
CONDITIONS IN THE IMPLEMENTATION OF SHARE BUYBACKS BY ISSUERS OR
PUBLIC COMPANIES.
If you have any difficulty in understanding this information or are in any doubt as to your decision, you should
consult to your broker, investment manager, legal counsel, accountant or other professional advisor.
PT CHAMPION PACIFIC INDONESIA TBK
domiciled in Bekasi
Business Activities
Other Management Consulting Activities
Head Office
Jalan Raya Bekasi Km 28.5
Bekasi 17133
Telephone: 021-8840040
Email: corporate@champion.co.id
Website: www.champion.co.id
The Company plans to repurchase the Company's shares that have been issued and listed on the Indonesia Stock
Exchange (“IDX”) with reference to OJK Regulation No. 2/POJK.04/2013 dated August 23, 2013 regarding the
Shares Buyback by Issuer or the Public Company in Significantly Fluctuated Market Condition ("POJK No. 2/2013")
jo. OJK Circular Letter No. 3/SEOJK.04/2020 dated March 9, 2020 regarding Other Condition in Significantly
Fluctuated Market Condition in the Implementation of Shares Buyback by the Issuer or Public Company ("SEOJK
No. 3/2020"), with a maximum amount of 50,000,000 (fifty million) shares or 5.14% (five point fourteen percent) of
the issued and fully paid-up and issued capital in the Company.
In accordance with SEOJK No. 3/2020, the number of shares to be repurchased will not exceed 20% (twenty
percent) of the total paid-up capital, as well as with the provision that at least the outstanding shares are 7.5%
(seven point five percent) of the Company's paid-up capital. The repurchase of shares will be carried out in stages
for the period July 27, 2023 to October 26, 2023.
This Disclosure of Information is published in Bekasi on July 26 2023
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DEFINITIONS AND ABBREVIATIONS
“IDX” means Indonesia Stock Exchange.
“Disclosure of means the information submitted by the Company as set out in this
Information” announcement.
“Financial Statements” means the Consolidated Financial Statements of the Company for the period
ended on March 31, 2023.
"OJK" means the Financial Services Authority (Otoritas Jasa Keuangan).
“Shares Buyback” means the Company's plan to buy back at the maximum of 50,000,000 (fifty
million) shares or 5.14% (five point fourteen percent) of the Company's shares
that have been issued and listed on the IDX.
"Company" means PT Champion Pacific Indonesia Tbk, domiciled in Bekasi, a limited
liability company established according to and based on the laws and
regulations of the Republic of Indonesia.
“POJK 2/2013” means OJK Regulations Number 2/POJK.04/2013 dated August 26, 2013
regarding the Shares Buyback by Issuer or the Public Company in Significantly
Fluctuated Market Condition.
"SEOJK 3/2020" means OJK Circular Letter Number 3/SEOJK.04/2020 dated 9 March 2020
concerning Other Condition in Significantly Fluctuated Market Condition in the
Implementation of Shares Buyback by the Issuer or Public Company.
I. INTRODUCTION
This Disclosure of Information is submitted to the shareholders of the Company to provide information and a
complete description to the shareholders of the Company with respect to the plan of the Company to conduct
a Shares Buyback.
The Shares Buyback will be carried out in accordance with the provisions stipulated in POJK 2/2013 and
SEOJK 3/2020, and will be carried out within 3 (three) months after the date of Disclosure of Information.
This Shares Buyback plan is carried out as one of the Company's efforts to increase value for shareholders,
improve share performance in accordance with the Company's fundamental conditions, and maintain public
confidence.
II. SHARES BUYBACK SCHEDULE ESTIMATION
Submission of Disclosure of Information to OJK and July 26, 2023
IDX and announcement of Information Disclosure
through IDX website and the Company's website.
Shares Buyback Period (as defined in Section VII) July 27, 2023 – October 26, 2023
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The Shares Buyback period may end before the specified deadline if the funds allocated for Shares Buyback
have been exhausted and/or the Shares Buyback has reached the desired amount. The Company will
disclose information related to the termination of the Shares Buyback.
III. COST ESTIMATION OF THE SHARES BUYBACK AND THE ESTIMATION OF THE
TOTAL NOMINAL VALUE OF SHARES BUYBACK
1. Cost Estimation of the Shares Buyback
The Shares Buyback fund is planned to be as much as IDR22,635,000,000 (twenty-two billion six
hundred and thirty-five million Rupiah), which will come from the Company's internal cash in phases,
including shares buyback transaction costs, and broker commissions, as well as other costs related to
the Shares Buyback.
2. The Estimation of the Total Nominal Value of Shares Buyback
The number of shares to be repurchased is a maximum of 50,000,000 (fifty million) shares with a nominal
value of IDR50 (fifty Rupiah) per share, so that the total nominal value of all shares to be repurchased is
a maximum of IDR2,500,000,000 (two billion five hundred million Rupiah) or 5.14% (five point fourteen
percent) of the total issued and fully paid-up capital in the Company.
IV. ESTIMATION OF COMPANY REVENUE DECREASING AS CONSEQUENCE OF
SHARES BUYBACK IMPLEMENTATION AND THE IMPACT ON THE COMPANY’S
COST OF FINANCE
In the event that the Company uses the Company's internal cash in certain phases for the Shares Buyback in
the maximum amount of IDR22,635,000,000 (twenty-two billion six hundred and thirty-five million Rupiah), the
assets and equity of the Company will decrease in the maximum amount of IDR22,635,000,000 (twenty-two
billion six hundred and thirty-five million Rupiah) including Shares Buyback costs.
With regard to this, the impact on the operating costs of the Company will not be material, so that profit and
loss is expected to be in line with the target of the Company. In addition, potential losses from the transfer of
assets in the form of cash into treasury shares will not significantly affect the income of the Company. The
Company believes that the implementation of the Shares Buyback transaction shall not give a material adverse
effect to the business activities of the Company considering the Company has sufficient working capital and
cash flow to finance the transaction in conjunction with the business activities of the Company.
V. PROFORMA EARNING PER COMPANY SHARE AFTER THE SHARES BUY BACK
PLAN IS PERFORMED, BY TAKING INTO ACCOUNT THE DECREASING REVENUE
Proforma earnings per share is calculated based on Financial Statements of the Company, with funds coming
from the Company's internal cash in certain phases of up to IDR22,635,000,000 (twenty-two billion six hundred
and thirty-five million Rupiah) in the event that the Shares Buyback is carried out in 2023. The implementation
of the Share Buyback has no impact on the income of the Company, but with the change in the number of
shares outstanding, the Shares Buyback has an insignificant impact on the earnings per share of the Company.
The following is proforma earnings per share of the Company based on the Financial Statements if the Shares
Buyback is carried out:
Shares Buyback Financial Analysis
For the Period Ended On 31st March 2023
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Before Shares Impact After Shares Buyback
Buyback
Current Period Earnings IDR16,095,654,278 - IDR16,095,654,278
that May Be Attributed to
the Holder of Parent
Entity
Total Assets IDR893,199,966,869 (IDR22,635,000,000) IDR870,564,966,869
Total Equity IDR810,175,988,414 (IDR22,635,000,000) IDR787,540,988,414
Total Outstanding 972,204,500 (50,000,000) 922,204,500
Shares
Earning per Share IDR16.56 IDR0.90 IDR17.45
Note: Assuming that the number of shares purchased is a maximum of 5.14% (five point fourteen percent) of
the total issued and paid-up capital.
VI. SHARE PRICE LIMITATION IN THE FRAMEWORK OF COMPANY SHARES BUYBACK
The Shares Buyback will be carried out at a price deemed good and reasonable by the Company, in
accordance with the provisions of the applicable regulations with a maximum fund of IDR22,635,000,000
(twenty-two billion six hundred and thirty-five million Rupiah) which includes transaction costs, brokerage fees,
and other costs in connection with the Shares Buyback.
VII. PERIOD LIMITATION IN THE FRAMEWORK OF COMPANY SHARES BUYBACK
The Shares Buyback will be carried out within a maximum period of 3 (three) months after the date of
submission of this Disclosure of Information, namely July 27 2023 to October 26 2023 ("Shares Buyback
Period”).
VIII. SHARES BUYBACK METHOD
The following is the method that the Company will use in terms of the Shares Buyback:
1. The Company has appointed PT Ina Sekuritas Indonesia to conduct shares buyback of the Company
during the Shares Buyback Period with considerations to the applicable laws.
2. The Shares Buyback transaction will be conducted through IDX.
3. The Shares Buyback will be done at a price lower or equal to the transaction price of the previous trade.
4. The Parties:
a. Commissioners, Directors, employees, and Major Shareholders of the Company;
b. Individuals whose position or profession or business relationship with the Company enables them
to obtain inside information; or
c. Parties who within the last 6 (six) months are no longer a Party as referred to in point a or b, are
prohibited from conducting purchase and/or sale transactions of the shares of the Company on
the same day as the Shares Buyback of the Company on the IDX;
are prohibited from conducting purchase and/or sale transactions of the shares of the Company on the
same day as the Shares Buyback of the Company on the IDX.
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IX. MANAGEMENT ANALYSIS ON THE EFFECT OF THE SHARES BUYBACK OF THE
COMPANY TOWARDS THE BUSINESS ACTIVITIES AND FUTURE DEVELOPMENT OF
THE COMPANY
1. This Shares Buyback is carried out as one of the efforts to increase value for shareholders, improve
stock performance in accordance with the fundamental conditions, and maintain public confidence of the
Company.
2. The Company plans to conduct the Shares Buyback using funds stored in the internal cash. Therefore,
the Shares Buyback will result in the transfer of assets in the form of cash into treasury shares and an
increase in the earnings per share of the Company.
3. The Company believes that the Shares Buyback shall not give adverse effect to the performance,
earnings and financing of the Company, as the Company has sufficient cash flow and working capital to
finance its business activities, capital expenditures and Shares Buyback transaction.
4. Shares Buyback is also expected to provide flexibility to the Company to manage long-term capital
needs, whereas treasury shares may be transferred in the future, by considering the applicable laws and
regulations.
X. COMPANY’S PLAN ON THE SHARES TO BE BOUGHT BACK
The Company plans to keep the repurchased shares to be controlled as treasury shares by taking into account
the provisions in Article 12 POJK 2/2013, which states in the event that there are still repurchased shares
controlled by the Company during a period of 3 (three) years from the completion of the repurchase of shares,
the Company is obliged to start transferring the repurchased shares within a period of 2 (two) years. In the
event that the obligation cannot be completed by the Company, then within a maximum period of 1 (one) year
after the expiration of the 2 (year) period, the Company will complete the transfer obligation.
The Company may transfer the repurchased shares after 30 (thirty) days after the repurchase of the Company's
shares has been fully implemented or after the end of the Share Buyback Period with due observance of the
provisions of the prevailing laws and regulations, by way of:
a. sold either through the Stock Exchange or outside the Stock Exchange;
b. withdrawn by way of capital reduction;
c. execution of Employee Stock Option Plan or Employee Stock Purchase Plan;
d. debt to equity swap; and/or
e. exercise of warrants.
Shares that have been repurchased by the Company cannot be used to cast votes in the GMS and are not
taken into account in determining the number of quorum that must be achieved in accordance with the
provisions of the prevailing laws and regulations. Shares that have been repurchased by the Company are not
entitled to dividend distribution.
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XI. ADDITIONAL INFORMATION
Shall there be any inquiries regarding this Disclosure of Information, please submit it in writing to the Company
addressed to:
Corporate Secretary
PT Champion Pacific Indonesia Tbk
Jalan Raya Bekasi Km 28.5
Bekasi 17133
Telephone: 021-8840040
Email: corporate@champion.co.id
Website: www.champion.co.id
Thus, this Disclosure of Information is made to fulfill the provisions of the prevailing regulations.
Bekasi, July 26, 2023
PT Champion Pacific Indonesia Tbk
Board of Directors
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