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20230725_LTLS_Laporan Informasi dan Fakta Material_31354065_lamp1.pdf
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INFORMATION DISCLOSURE
IN ORDER TO COMPLY WITH THE FINANCIAL SERVICES AUTHORITY REGULATION No. 30/POJK.04/2017
CONCERNING SHARE BUYBACK ISSUED BY PUBLIC COMPANIES IN RELATION WITH
COMPANY'S PLANS TO CONDUCT BUY BACK OF COMPANY SHARE
It is mandatory for the shareholders of the Company to read and pay attention to the information contained in this Disclosure of Information to decide on
the Company's plan to buy back the shares that have been issued.
If you have difficulty understanding the information contained in this Disclosure of Information or are unsure about making a decision, you should consult
a securities broker, investment manager, legal adviser, public accountant, and/or other professiona l advisors.
("Company")
Domiciled in West Jakarta, Indonesia
Headquarters:
Graha Indramas
Jl. AIP II KS Tubun Raya No. 77, West Jakarta 11410
No. tel. +62 21 8066 0777
www.lautan-luas.com
E-mail: info@lautan-luas.com
INFORMATION DISCLOSURE TO SHAREHOLDERS
IN CONNECTION WITH THE COMPANY'S SHARE BUYBACK PLAN
"Company’s Share Buyback"
The Company hereby notifies the shareholders that the Company plans to buy back the Company's Shares which have
been issued and listed on the Indonesia Stock Exchange ("IDX") with a maximum allocation of funds of Rp.
100,000,000,000.- (one hundred billion Rupiah) to purchase a maximum of 90,909,091 (ninety million nine hundred
nine thousand ninety one) shares of the Company or 5.83% (five point eight three percent) of the entire issued and
fully paid up capital in the Company ("Company’s Share Buyback") and will be carried out in stages within a maximum
period of 18 (eighteen) months from the approval of the Company's Share Buyback by the Company's Extraordinary
General Meeting of Shareholders ("EGMS") based on the Company's articles of association, Law No. 40 of 2007
concerning Limited Liability Companies as amended by Law No. 6 of 2023 concerning Stipulation of Government
Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation to become Law (“Company Law”), Regulation of the
Financial Services Authority (“OJK”) No. 30/POJK.04/2017 concerning Buyback of Shares Issued by Public Companies
(“POJK 30/2017”), OJK Regulation No. 15/POJK.04/2020 concerning Planning and Organizing of General Meeting of
Shareholders of Public Companies (“POJK 15/2020”), and OJK Regulation No.16/POJK.04/2020 concerning
Implementation of General Meeting of Shareholders of Public Companies Electronic ("POJK 16/2020") and other
applicable provisions.
Disclosure of Information published in Jakarta on 25 July 2023
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ESTIMATED TIMETABLE FOR THE EXECUTION OF THE COMPANY'S BUYBACK
1 Announcement of Disclosure of Information on the Company's Share Buyback Plan July 25, 2023
to the Company's shareholders through the IDX website and the Company's website
2 EGMS Announcement on the Company's Share Buyback to the Company's July 25, 2023
shareholders through the IDX website, the eASY.KSEI system, and the Company's
website
3 Invitation of EGMS to Company's Share Buyback to the Company's shareholders August 9, 2023
through the IDX website, the eASY.KSEI system, and the Company's website
4 Extraordinary General Meeting of Shares Buyback of the Company August 31, 2023
5 Announcement of Summary of Minutes of EGMS Resolutions Sept. 4, 2023
6 Submission of Minutes of EGMS Resolutions to OJK September 28, 2023
7 Company’s Share Buyback Period 1 September 2023 to
21 February 2025
INFORMATION REGARDING THE PLAN OF COMPANY'S SHARE BUYBACK PLAN
The Disclosure of Information as contained in this announcement is made for the benefit of the Company's
shareholders in order to obtain information and a clear understanding regarding the Company's Share Buyback
plan so that the Company's shareholders is able to make decisions related to the Company's Share Buyback plan
with the allocation of funds and the number of shares as explained below.
A. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE COMPANY'S SHARE BUYBACK
The implementation of the Company's Share Buyback is one of the Company's efforts to increase
shareholder value and the performance of the Company's shares, in order to provide great flexibility to the
Company in managing capital to achieve an efficient capital structure.
B. ESTIMATION OF COMPANY SHARES BUYBACK COSTS AND ESTIMATION TOTAL NOMINAL VALUE OF ALL
SHARES TO BE PURCHASED
The cost of the Company’s Share Buyback is planned to be as much as Rp. 100,000,000,000.- (one hundred
billion Rupiah) originating from the Company's internal cash including securities brokerage fees and other
costs in connection with the Company's Share Buyback and will be carried out in stages within a maximum
period of time18 (eighteen) months since the Company's Share Buyback was approved by the EGMS by
always referring to the Company's articles of association, Company Law, POJK 30/2017 and POJK 15/2020
and other applicable provisions.
C. THE COMPANY'S PLAN FOR THE SHARES TO BUY BACK
The Company plans to keep the shares that have been bought back to be controlled as treasury shares for
as stipulated in Article 15 POJK 30/2017 which stipulates that in the event that there are still shares
repurchased that are controlled by the Company for a period of 3 (three) years from the completion of the
buyback shares, the Company is required to transfer the repurchased shares within a period of 2 (two)
years. In this case, the Company may at any time transfer the repurchased shares while taking into account
the provisions of the applicable laws and regulations, in particular Article 17 POJK 30/2017 in the following
manner:
1. Sold both on the IDX and outside the IDX;
2. Withdrawn by means of capital reduction;
3. Implementation of share ownership programs by employees and/or directors and commissioners;
4. Execution of equity Securities conversion; and/or
5. Other way as approved by OJK.
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In accordance with the provisions in Article 40 of the Company Law, shares that have been bought back by
the Company cannot be used to vote at the General Meeting of Shareholders and are not taken into
account in determining the number of quorums that must be achieved in accordance with applicable laws
and regulations and/or the Company's articles of association In addition, these shares are not entitled to
receive dividends.
D. LIMITATION OF PERIOD OF IMPLEMENTATION OF THE COMPANY'S SHARE BUYBACK
The Company's Share Buyback is planned to be carried out as of September 1 2023 to February 21 2025
and/or other dates determined by the EGMS by taking into account the applicable laws and regulations.
E. SHARE PRICE LIMITATIONS IN THE FRAMEWORK OF COMPANY SHARES BUYBACK
As stipulated in Article 10.b POJK 30/2017, the offering price for the Company's Share Buyback which will
be carried out through trading on the IDX will be made at a lower price or the same as the previous
transaction price.
F. METHOD THAT WILL BE USED FOR THE COMPANY'S SHARE BUYBACK
a) Company's Share Buyback will be carried out through the Exchange or outside the Exchange.
b) The company will appoint PT Samuel Sekuritas as a member of the Exchange to undertake the
Company's Share Buyback through the Exchange.
c) Parties who are prohibited from conducting transactions on the Company's shares during the
Company's Share Buyback period or on the same day as the sale of the shares repurchased by the
Company are as follows:
I. commissioners, directors, employees and major shareholders of the Company;
II. an individual who because of his position or profession or because of his business relationship
with the Company allows that person to obtain inside information; or
III. parties who within the last 6 (six) months are no longer a Party as referred to in point a or b
above.
MANAGEMENT DISCUSSION AND ANALYSIS
A. ESTIMATION OF DECREASING THE COMPANY'S INCOME AS A RESULT OF THE COMPANY'S BUYBACK OF
SHARES AND IMPACT ON THE COMPANY'S FINANCING COSTS
Assuming that the Company uses internal cash for the Company's Share Buyback in the amount of Rp.
100,000,000,000.- (one hundred billion Rupiah) then assets and equity will decrease by Rp. 100,000,000,000.-
(one hundred billion Rupiah). The Company believes that the implementation of the Company's Share
Buyback transaction will not have a material negative impact on the Company's business activities,
considering that the Company has sufficient working capital and cash flow to carry out transaction financing
along with the Company's business activities.
B. PROFORMA PROFIT PER SHARE OF THE COMPANY UPON THE COMPANY'S SHARE BUYBACK PLAN IS
IMPLEMENTED, CONSIDERING THE DECREASING INCOME
Considering there will be no impact on the decrease in revenue due to Company's Share Buyback, hence
there will be no change in the Company's profit proforma.
C. MANAGEMENT ANALYSIS AND DISCUSSION REGARDING THE EFFECT OF THE COMPANY'S SHARE
BUYBACK ON THE COMPANY'S BUSINESS ACTIVITIES AND GROWTH IN THE FUTURE
We hope that the implementation of the Company's Share Buyback will not affect the Company's business
and operational activities because the Company has adequate working capital to fund business activities
and Company's growth in the future. With the Company's Share Buyback, we hope the Company’s share
price in the future will be more stable and bring a positive impact on shareholders and the Company.
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GENERAL MEETING OF SHAREHOLDERS
In connection with the Company's Share Buyback plan as described in this Information Disclosure, the Company
intends to obtain approval from the Company's shareholders at the EGMS which will be held on Thursday, 31
August 2023.
Based on the Company's articles of association, Company Law, POJK 30/2017, POJK 15/2020, and POJK 16/2020,
the Company's Share Buyback plan requires shareholder approval through the EGMS which must be attended
by shareholders representing more than 1/2 (one half) of the total shares issued by the Company with valid
voting rights and decisions approved by more than 1/2 (one half) of all shares with voting rights present at the
EGMS.
ADDITIONAL INFORMATION
This Information Disclosure is made and executed in bilingual format in Bahasa Indonesia and English. Should
there be any differences in the interpretation between the Bahasa Indonesia and the English versions, then the
Indonesia version shall prevail.
For further information regarding the matters mentioned above, please contact the Company during business
hours at the following address:
Corporate Secretary
PT LAUTAN LUAS Tbk
Graha Indramas
Jl. AIP II KS Tubun Raya No. 77, West Jakarta 11410
No. tel. +62 21 8066 0777
www.lautan-luas.com
E-mail: info@lautan-luas.com
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