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20230707_DOID_Laporan Informasi dan Fakta Material_31338975_lamp2.pdf
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CHANGES AND/ OR ADDITIONS TO INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF PT DELTA DUNIA MAKMUR TBK IN RELATION TO THE PLAN FOR EXTENSION OF SHARES REPURCHASE As referred to in the OJK Regulation No. 2/POJK.04/2013 dan OJK Circular No. 3!SEOJK.04/202C CHANGES AND/OR ADDITIONS TO THIS INFORMATION DISCLOSURE AMEND AND SUPLEMENT THE INFORMATION DISCLOSURE WHICH HAS BEEN PUBLISHED ON APRIL 26, 2023. THE BOARD OF DIRECTORS AND COMISSIONERS OF THE COMPANY, INDIVIDUALLY OR COLLECTIVELY, ARE HEREBY FULLY RESPONSIBLE FOR TRUTHFULNESS AND COMPLETENESS OF ALL INFORMATION OR MATERIAL FACTS DISCLOSED IN THIS INFORMATION DISCLOSURE, AND REAFFIRM THAT AFTER THOROUGH REVIEW AND TO THE BEST OF THEIR KNOWLEDGE AND UNDERSTANDING, THAT THE MATERIAL INFORMATION CONTAINED WITHIN IS TRUTHFUL, AND THERE IS NO OTHER MATERIAL FACT THAT HAVE NOT BEEN DISCLOSED OR OMITTED TO THE EXTENT IT CAUSES THE INFORMATION PROVIDED BECOMES INACCURATE OR MISLEADING. IF ANY READER IS EXPERIENCING DIFFICULTY TO FULLY UNDERSTAND THE INFORMATION CONTAINED WITHIN THIS INFORMATION DISCLOSURE, READERS ARE ADVISED TO CONSULT A BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR ANY OTHER PROFESSIONAL ADVISOR. 3) ? 2 & Business Activities Services, mining, trading, development and/or construction President Director Domiciled in South Jakarta, Indonesia Head Office: South Auarter Tower A, Penthouse FI. Jl. R.A. Kartini Kav 8, Cilandak Barat Jakarta 12430, Indonesia Phone #62.21.30432080 Fax. #62.21.30432081 Website: www.deltadunia.com Email: irteam@deltadunia.com REPURCHASE OF SHARES ISSUED BY THE COMPANY AND REGISTERED THROUGH THE INDONESIAN STOCK EXCHANGE SHALL BE CONDUCTED IN REFERENCE TO OJK REGULATION NO. 2/POJK.04/2013 ABOUT REPURCHASE OF SHARES ISSUED BY ISSUERS OR PUBLIC COMPANIES IN A MARKET CONDITION THAT FLUCTUATES SIGNIFICANTLY (“POJK 2/2013”) AND OJK CIRCULAR NO. 3.SEOJK.04/2020 ABOUT OTHER CONDITIONS CONSIDERED MARKET CONDITION THAT FLUCTUATES SIGNIFICANTLY IN THE CASE OF REPURCHASE OF SHARES ISSUED BY ISSUERS OR PUBLIC COMPANIES (“SEOJK 3/2020”). IN ACCORDANCE WITH SEOJK 3/2020, THE AMOUNT OF SHARES TO BE REPURCHASED SHALL NOT EXCEED 2096 (TWENTY PERCENT) OF TOTAL PAID CAPITAL, WITH THE CONDITION THAT MINIMUM OUTSTANDING SHARES IS 7.576 (SEVEN POINT FIVE PERCENT) OF TOTAL PAID CAPITAL. This Information Disclosure is issued in Jakarta on 7 July 2023 as an amendment and/ or addition to the Information Disclosure issued on 26 April 2023. 1
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PREFACE The Company has carried out Share Buybacks that have been issued and listed on the Indonesia Stock Exchange with reference to POJK 2/2013 and SEOJK 3/2020. The Share Buyback has been completed for 3 periods as announced by the Company through the Company's Disclosure of Information dated 7 March 2022, 7 September 2022 and 24 January 2023. Based on the Information Disclosure dated 26 April 2023, the Company has again carried out the extension of the Share Buyback for the 4th (fourth) period which has been held since April 27 2023 and will last until July 26 2023. Referring to the initial Information Disclosure dated 7 March 2022, the Company has made a provision for funds for the Buyback of Company Shares with a maximum amount of USD 33,000,000 (thirty three million United States Dollars) with the total Share Buyback not exceeding 2096 (twenty percent) of the total paid-up capital, provided that the minimum outstanding shares are 7.596 (seven point five percent) of the Company's paid-up capital. These funds include transaction costs, broker-dealer fees and other costs related to the Share Buyback transaction. Referring to above and taking into account the current movement of the average price of the Company's shares traded on the Indonesia Stock Exchange, accordingly the Company intends to increase the maximum provision for Share Buyback from previously USD 33,000,000 (thirty-three million United States Dollars) to USD 45,000,000 (forty-five million United States Dollars). Therefore, the Information Disclosure dated 26 April 2023 has been amended and/or added to be as follows: DESCRIPTION ABOUT THE PLAN FOR EXTENSION PERIOD OF THE COMPANY'S SHARES REPURCHASE Information that is changed and/or added to in this section is on section A and B, while section C to E remain unchanged. A. Timeline on the execution of Company's Shares Repurchase Referring to: 1. The Company's Information Disclosure dated 7 March, 7 September 2022 and 24 January 2023 regarding respectively the Plan of the Shares Repurchase and the Plan for Extension Period of the Shares Repurchase of the Company in a Market Conditions that Fluctuates Significantiy: 2. The period of the Share Repurchase referred above has ended on 17 April 2023: and 3. There are still remaining funds and shares that can be repurchased by the Company in accordance with the provisions of the maximum Transaction amount as stipulated in POJK 2/2013, the Company herewith intends to perform an extension period to Repurchase the Company's Shares for 3 (three) months starting from 27 April 2023 to 26 July 2023 (“the Transaction"). The Shares Repurchase shall be conducted through a stock trading in the Indonesian Stock Exchange. B. Cost estimates for the Shares Repurchase and total nominal value of shares to be repurchased a. Cost estimates for the Shares Repurchase Based on the Company's Information Disclosure dated 7 March 2022, the Company allocated fund at a maximum of USD 33.000.000 (thirty three million United States Dollars) with the total shares to be repurchased shall not exceed 2096 (twenty percent) of the total paid-up capital, provided that a minimum of total outstanding shares is 7.596 (seven point five percent) from the Company's paid-up capital. The fund shall be inclusive of transaction fees, brokerage fees and other fees in connection with the Transaction. Referring to attachment of the Report on the Results of the Implementation of the Share Buyback Extension via the Company's letter No. 082/DOID/OJK/IV/2023 dated 18 April 2023, the remaining fund
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that can still be used to repurchase the Company shares is Rp 89,536,493,009 (eighty nine billion five hundred thirty six million four hundred ninety three thousand and nine Rupiah) or eguivalent to USD 6,174,931 (six million one hundred seventy four thousand nine hundred thirty one United States Dollars) with an exchange rate of 1 USD - Rp. 14,500 (fourteen thousand five hundred Rupiah). . Estimated additional cost of Shares Repurchase Taking into account the current movement of the average price of the Company's shares traded on the Indonesia Stock Exchange, the Company intends to increase the maximum provision for funds for the implementation of the Transaction from what was previously announced in the amount of USD 33,000,000 (thirty three million United States Dollars) to USD 45,000,000 (forty-five million United States Dollars) which derived from the retained earnings. The funds include transaction fees, broker-dealer fees and other fees in connection with Transactions. Determination of the amount of funds set aside for Transactions is determined by considering article 37 paragraph 1 letter (a) UUPT which states that "implementation of Share buybacks does not cause the Company's net worth to become smaller than the total issued capital plus the mandatory reserves set aside". . Value and total shares to be repurchased The total shares to be repurchased shall not exceed 2076 (twenty percent) of total paid capital, under a condition that minimum total outstanding is 7.596 (seven point five percent) from total paid capital. Based on the above, the maximum number of shares that can be bought back is 1,724,234,000 (one billion seven hundred twenty four million two hundred thirty four thousand) shares. The number of shares that have been repurchased in relation to the Company's Shares Repurchase for the period of 7 March-6 June 2022, 8 September-7 December 2022 and 25 January-17 April 2023 altogether is 913,500,000 (nine hundred thirteen million five hundred thousand) shares. Thus, referring to the Company's Information Disclosure dated 7 March 2022, the Company can still repurchase shares at a maximum of 810,734,000 (eight hundred ten million seven hundred thirty four thousand).
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MANAGEMENT'S DISCUSSION AND ANALYSIS ON THE IMPACT OF EXTENSION PERIOD OF THE SHARES REPURCHASE TO THE BUSINESS ACTIVITIES AND GROWTH OF THE COMPANY A. The estimation of the Company's revenue reduction as the impact of Shares Repurchase and its impact to the Company's costs In the event that the Company increases the maximum allowance for Transaction fees to USD 45,000,000 (forty five million United States Dollars) or eguivalent to IDR 672,750,000,000,- (six hundred seventy two billion seven hundred and fifty million Rupiah), then the allowance that must be added are USD 19,459,277 (nineteen million four hundred fifty nine thousand two hundred seventy seven United States Dollars) or eguivalent to IDR 290,916,191,150,- (two hundred ninety billion nine hundred sixteen million one hundred ninety one thousand one hundred and fifty Rupiah) with an exchange rate of 1 USD - Rp. 14,950 (fourteen thousand nine hundred fifty Rupiah). Assuming the Company uses its internal cash for the Shares Repurchase up to USD 19,459,277 (nineteen million four hundred fifty nine thousand two hundred seventy seven United States Dollars) or eguivalent to Rp. 290,916,191,150,- (two hundred ninety billion nine hundred sixteen million one hundred ninety one thousand one hundred and fifty Rupiah), then the Assets and Eguity of the Company will decline by USD 19,459,277 (nineteen million four hundred fifty nine thousand two hundred seventy seven United States Dollars) or eguivalent to Rp. 290,916,191,150,- (two hundred ninety billion nine hundred sixteen million one hundred ninety one thousand one hundred and fifty Rupiah). In relation to the Transaction, the impact to the Company's operational expenses is not material, and therefore the statement of profit or loss of the Company is estimated to remain aligned with the Company's target. Considering the above, then the Company is of the opinion that the execution of the Company's Shares Repurchase will not negatively impact the business of the Company in a material way, considering the Company has sufficient capital and cash flows to carry out the Transaction in parallel with running the Company's core business. B. Proforma of the Company after the execution of the Shares Repurchase plan The Company is of the opinion that the Shares Repurchase will not negatively impact in a material way on the Company's business activities and growth, because the Company currentiy has sufficient capital and cash flows to execute and fund the Company's activities, growth, operations, and the Shares Repurchase. Prior to the Addition of Estimated Share Buyback Costs The 3 (three) month period ending March 31, 2023 Description Stated in USD unless otherwise stated Before Shares Impact After Shares Buyback Buyback Total Asset 1,549,804,522 (7,459,277) 1,542,345,245 Total Liability 1,297,575,680 1,297,575,680 Eguity 252,228,842 (7,459,277) 244,769,565 'Current Period Loss (619,008). (619,008) Net Loss per Share (0.00008) (0.00009) Number of outstanding shares 7,137,494,932 (840,555,700)| — 6,896,939,232 Return on Asset (ROA) (96) -0.04Y4 -0.0475 Return on Eguity (ROE) (96) -0.2590 -0.25h
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After the Addition of Estimated Share Buyback Costs The 3 (three) month period ending March 31, 2023 Description Stated in USD unless otherwise stated Before Shares Impact After Shares Buyback Buyback Total Asset 1,549,804,522 (19459,277)| 1,530,345,245 Total Liability 1,297,575,680 1,297,575,680 Eguity 252,228,842 (19,459,277) 232,769,565 'Current Period Loss (619,008) (619,008) Net Loss per Share (0.00008) (0.00009) Number of outstanding shares |” 7,737,494,932 (840,555,700)| 6,896,939,232 Return on Asset (ROA) (96) -0.047o -0.047 Return on Eguity (ROE) (96) -0.2504 -0.27h SUPPLEMENTAL INFORMATION For shareholders who need supplemental information in relation to the Shares Repurchase, please contact: PT Delta Dunia Makmur Tbk South Guarter Tower A, Penthouse FI. Jl. RA. Kartini Kav 8, Cilandak Barat Jakarta 12430 - Indonesia Phone #62.21.30432080 Fax. #62.21.30432081 Website: www.deltadunia.com Email: irteam@deltadunia.com
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