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20260923_APEX_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_32150542_lamp3.pdf
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AMENDMENT AND/OR ADDITIONAL INFORMATION TO THE DISCLOSURE OF
INFORMATION TO SHAREHOLDERS
(“INFORMATION TO SHAREHOLDERS”)
PT APEXINDO PRATAMA DUTA TBK (“THE COMPANY”)
IN ACCORDANCE WITH THE CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
THIS INFORMATION TO SHAREHOLDERS IS IMPORTANT FOR
THE COMPANY’S SHAREHOLDERS
IF YOU HAVE ANY DIFFICULTIES IN UNDERSTANDING THIS INFORMATION TO
SHAREHOLDERS OR ARE UNCERTAIN ABOUT MAKING A DECISION, YOU SHOULD
CONSULT WITH A LEGAL ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR, OR
OTHER PROFESSIONAL ADVISOR.
PT Apexindo Pratama Duta Tbk
MAIN BUSINESS ACTIVITIES
Oil Mining (KBLI 06100).
Located in Jakarta Selatan, DKI Jakarta, Indonesia
HEAD OFFICE
Office 8 Building, Floor 20 - 21, SCBD Lot. 28,
Jl. Jend. Sudirman Kav. 52-53, Kebayoran Baru, Jakarta Selatan 12190
Telp.: +62(21) 29333000
Email: info@apexindo.com
Website: www.apexindo.com
The Company plans to issue new shares through a Capital Increase Without Preemptive Rights in order to improve its financial
position in accordance with POJK No. 14/2019 (as defined below).
The new shares to be issued by the Company consist of 218,090,317 (two hundred eighteen million ninety thousand three
hundred seventeen) Series B ordinary shares with a nominal value of Rp325.00 (three hundred twenty-five Rupiah) per share
and an exercise price of Rp325.00 (three hundred twenty-five Rupiah) per share, representing 5.79% (five point seven nine
percent) of the Company’s total issued and fully paid-in capital following the implementation of the PMTHMETD (“PMTHMETD
Plan”). Upon implementation of the PMTHMETD Plan, the Company’s existing shareholders will experience a dilution of their
share ownership by 5.79% (five point seven nine percent). In connection with the PMTHMETD Plan, the Company intends to
seek approval from shareholders at an Extraordinary General Meeting of Shareholders (“EGMS”) to be held on 7 October 2026.
The Company’s Board of Commissioners and Board of Directors, both individually and collectively, are fully
responsible for the accuracy and completeness of all material information or facts contained in this Information to
Shareholders. The Company’s Board of Commissioners and Board of Directors, having conducted a thorough
investigation, affirm that there are no material and relevant facts that have been omitted that would render the material
information or facts in this Information to Shareholders statement inaccurate and/or misleading.
This Information to Shareholders is published in Jakarta on 23 September 2026
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DEFINITIONS AND ABBREVIATIONS
The terms used in the Information to Shareholders have the following meanings:
BAE Securities Administration Bureau, a party that, pursuant to a contract
with the Company and/or the issuer of the securities, maintains records
of securities ownership and the allocation of rights related to the
securities; in this case, PT Adimitra Jasa Korpora.
Indonesia Stock Exchange or IDX : Stock Exchange, as defined in Article 1, item 4 of the UUPM, as
partially amended by the UU P2SK—in this case, operated by PT
Bursa Efek Indonesia, headquartered in Jakarta—where the
Company’s shares are listed.
CSIA : Conditional Share Issuance Agreement dated 11 August 2026 signed
by and between the Company and the Foreign Syndicated Lenders.
DPS : List of the Company's Shareholders published by BAE.
Trading Day : The days on which the Stock Exchange conducts trading.
KSEI : PT Kustodian Sentral Efek Indonesia, Located in Jakarta, which is a
Depository and Settlement Institution in accordance with the UUPM.
Foreign Syndicated Lenders : 1. HSBC Bank PLC ("HSBC PLC");
2. The Hongkong and Shanghai Banking Corporation Limited ("HSBC
LTD"),
as a creditor of the Company that holds a claim against the
Company.
Public : Shareholders of the Company whose shareholdings are less than 5%.
OJK : The Financial Service Authority, an independent institution as referred
to in the UU OJK, whose duties and authorities include the regulation
and supervision of financial services activities in the banking sector,
capital markets, insurance, pension funds, financing institutions, and
other financial institutions; as of 31 December 2012, the Financial
Services Authority has been the institution that replaced the Capital
Market and Financial Institutions Supervisory Agency and assumed its
rights and obligations to perform regulatory and supervisory functions
in accordance with the provisions of Article 55 of the UU OJK.
Regulation I-A : Decision of the Board of Directors of PT Bursa Efek Indonesia Letter
No. Kep-00045/BEI/03-2026 dated 31 March 2026, regarding
Amendments to Regulation No. I-A on the Listing of Shares and Equity-
Type Securities Other Than Shares Issued by Listed Companies.
Company : PT Apexindo Pratama Duta Tbk.
Facility Agreement 2022 : The USD 35,000,000 Term Facility Agreement, originally executed on
28 October 2013 (as amended on 8 April 2014, 12 August 2015, 30
November 2015, which was amended and restated on 28 October
2016, and 7 June 2022) entered into by, among others, the Company
as the borrower, The Bank of New York Mellon, Singapore Branch (as
Agent), The Bank of New York Mellon, Hong Kong Branch (as
Offshore Security Agent), PT Bank Rakyat Indonesia (Persero), Tbk
(as Onshore Security Agent), and the following lenders:
1. Conover Investments LP;
2. Pathfinder Strategic Credit II LP;
3. ACP I Trading LLC;
4. SC Lowy Financial (HK) Ltd;
5. HSBC Bank PLC; and
6. The Hongkong and Shanghai Banking Corporation Limited
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PMTHMETD : A Capital Increase without Preemptive Rights to be conducted by the
Company to improve its financial position by issuing New Shares to the
Foreign Syndicated Lenders, with the subscription for such shares to
be settled by offsetting the Foreign Syndicated Lenders’ claims against
the Company in accordance with the provisions of POJK No. 14/2019.
POJK No.14/2019 : Financial Services Authority Regulation No. 32/POJK.04/2015 on
Capital Increases in Public Companies Through the Granting of
Preemptive Rights, as amended by Financial Services Authority
Regulation No. 14/POJK.04/2019 on Amendments to Financial
Services Authority Regulation No. 32/ POJK.04/2015 on Capital
Increases in Public Companies Through the Granting of Preemptive
Rights.
POJK No.15/2020 : Financial Services Authority Regulation No. 15/POJK.04/2020 dated 20
April 2020, concerning the Planning and Conduct of General
Shareholders Meetings of Public Companies
POJK No.17/2020 : Financial Services Authority Regulation No. 17/POJK.04/2020 dated 20
April 2020, on Material Transactions and Changes in Business
Activities
POJK No.42/2020 : Financial Services Authority Regulation No. 42/POJK.04/2020 dated 1
July 2020, on Affiliated Transactions and Conflicts of Interest
Transactions
PT : Limited Liability Company.
Transaction Plan : Partial settlement of debt obligations to the Foreign Syndicated
Lenders in the amount of USD 4,108,948, at the agreed exchange rate
of Rp17,250 per USD1, through PMTHMETD.
Rupiah or Rp : Currency of the Republic of Indonesia.
GMS : General Meeting of Shareholders.
EGMS : Extraordinary General Meeting of Shareholders.
New Shares : A total of 218,090,317 Series B ordinary shares of the Company, with
a nominal value of Rp325.00 (three hundred twenty-five Rupiah) per
share, will be issued in connection with the Transaction Plan.
UU OJK : Law No. 21 of 2011 on the Financial Services Authority, as amended
by the UU P2SK .
UUPM : Law No. 8 of 1995 on the Capital Market, as amended by the UU
P2SK.
UUPT : Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability
Companies, as amended by Law No. 6 of 2023 on the Enactment of
Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation
as a Law.
UU P2SK : Law No. 4 of 2023 on the Development and Strengthening of the
Financial Sector, as amended by Law No. 4 of 2026 amending Law No.
4 of 2023 on the Development and Strengthening of the Financial
Sector.
US$ or USD : Currency of the United State of America
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INTRODUCTION
This Information to Shareholders is provided for the benefit of the Company’s shareholders so that
they may obtain complete information regarding the PMTHMETD.
The Company plans to issue 218,090,317 (two hundred eighteen million ninety thousand three
hundred seventeen) new Series B ordinary shares with a nominal value of Rp325.00 (three hundred
twenty-five Rupiah) per share and an exercise price of Rp325.00 (three hundred twenty-five Rupiah)
per share, representing 5.79% (five point seven nine percent) of the Company’s total issued and fully
paid-in capital following the completion of the PMTHMETD. The Company hopes this step will improve
its financial position, enabling it to achieve a healthier debt ratio, reduced financial expenses, and
stronger cash flow in the future.
Pursuant to Article 3 paragraph a of POJK No. 14/2019, the PMTHMETD to be conducted by the
Company is exempt from the obligation to grant preemptive rights because the PMTHMETD is being
carried out for the purpose of improving the Company’s financial position.
Furthermore, with reference to Article 8B paragraph c of POJK No. 14/2019, a capital increase for the
purpose of improving the financial position may be carried out if the Company is unable to meet its
financial obligations upon maturity to non-affiliated lenders, provided that such non-affiliated lenders
agree to accept shares in lieu of repayment of the loans.
Under the Facility Agreement 2022, the Company is obligated to repay all outstanding obligations
arising under the 2022 Facility Agreement to the Foreign Syndicated Lenders no later than 18 May
2026. However, the Foreign Syndicated Lenders subsequently acknowledged that the Company is
unable to meet these financial obligations by their due dates; therefore, pursuant to the CSIA, the
Foreign Syndicated Lenders have agreed to accept the New Shares as part of the settlement of the
debt obligations.
The Transaction Plan to be carried out by the Company through the PMTHMETD has a value not
exceeding 20% (twenty percent) of the Company’s equity; therefore, the Transaction Plan does not
constitute a material transaction as defined in POJK No. 17/2020.
In accordance with the provisions of Article 8A paragraph (1) of POJK No. 14/2019, the PMTHMETD
to be conducted by the Company must first obtain approval from the GMS, and therefore, the
Company intends to seek shareholder approval at the EGMS to be held on Wednesday, 7 October
2026. Furthermore, in accordance with the provisions of Article 15 paragraph 1a of POJK No.
14/2019, the Company is also required to announce this Information to Shareholders concurrently with
the announcement of the EGMS.
Currently, the Company’s authorized capital consists of 6,000,000,000 (six billion) shares, each with a
nominal value of Rp500.00 (five hundred Rupiah). In order for the Company’s Transaction Plan to be
carried out, the Company intends to issue a new series of ordinary shares with a different nominal
value, namely Rp325.00 (three hundred twenty-five Rupiah) per share, so that the shares in the
Company will henceforth be divided into Series A shares with a nominal value of Rp500.00 (five
hundred Rupiah) per share and Series B shares with a nominal value of Rp325.00 (three hundred
twenty-five Rupiah) per share. All shares issued by the Company, whether Series A or Series B, carry
the same and equal rights in all respects in accordance with the provisions of the Company’s Articles
of Association and applicable laws and regulations.
As of the date of issuance of this Information to Shareholders and through the implementation period
of the Transaction Plan, there have been no other capital increases conducted without preemptive
rights for purposes other than improving the financial position, whether in connection with the Share
Ownership Program or otherwise that has not yet expired (is still ongoing/outstanding), as stipulated in
Article 8C, paragraphs (3) and (4) of POJK 14/2019.
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INFORMATION ABOUT THE COMPANY
Summary of History
The Company was established under the name PT Apexindo Pratama Duta pursuant to Limited Liability
Company Deed No. 115 dated 20 June 1984, made before Imas Fatimah, S.H., a Notary Public in
Jakarta, which deed was approved by the Minister of Justice of the Republic of Indonesia pursuant to
Decision No. C2-6791 HT.01. Th.84 dated 28 November 1984, which was registered with the Clerk’s
Office of the Central Jakarta District Court under registration number No. 186/1985 dated 4 February
1985, and announced in the State Gazette of the Republic of Indonesia No. 196 dated 14 January
1997, Supplement No. 4.
The Company’s Articles of Association have been amended several times, the latest amendment is
based on the Deed of Statement of Meeting Resolution No. 156 dated 29 June 2026, made before
Yulia, S.H., a Notary in South Jakarta, which deed has been approved by the Minister of Law of the
Republic of Indonesia pursuant to Decree No. AHU-0045790. AH.01.02.TAHUN 2026 dated 3 July
2026, regarding Approval of Amendments to the Company’s Articles of Association, and has been
registered in the Company Register under Number: AHU-0147917.AH.01.11.TAHUN 2026 dated 3 July
2026.
Business Activities of The Company
Pursuant to Article 3 of the Company’s Articles of Association, the Company’s purpose and objectives
are to conduct mining operations, provide drilling services including for oil, gas, and geothermal energi
and engage in the rental of earth-moving equipment and warehousing. To achieve these purposes and
objectives, the Company may carry out the following business activities:
1. The Company main business activities is Oil Mining (KBLI06100);
2. The Company’s supporting business activities include, among others, (i) Supporting Activities for
Oil and Natural Gas Mining (KBLI 09100), (ii) Geothermal Energy Operations (KBLI 06202), (iii)
Rental and Leasing of Mining and Quarrying Machinery and Equipment (KBLI 77395), and (iv)
Other Warehousing and Storage (KBLI 52109).
Structure and Shareholding Composition
Regarding to DPS dated on 31 July 2026, structure and Shareholding composition of the Company is
as follows:
Nominal Value of Rp 500 per Share
Description
Number of Shares Nominal Amount (Rp) %
Authorized Capital 6.000.000.000 3.000.000.000.000
Shareholders:
1. PT Aserra Capital 1.897.730.677 948.865.338.500 53,51
2. Standard Chartered Bank Singapore S/A 220.767.550 110.383.775.000 6,23
Augusta Investment | Pte.Ltd.
ID134190500001
3. Eka Dharmajanto Kasih 28.551.560 14.275.780.000 0,81
4. Public 1.399.416.874 699.708.437.000 39,45
Issued and Paid-up Capital 3.546.466.661 1.773.233.330.500 100,00
Board of Commissioners and Directors
Pursuant to the Company’s Deed of Statement of Meeting Resolution No. 12 dated 5 June 2026, made
before Yulia, S.H., a notary in South Jakarta, for which Company has received the Acknowledgment of
Notification of Changes to the Company’s Data from the Minister of Law of the Republic of Indonesia
pursuant to letter No. AHU-AH.01.09-0322493 dated 11 June 2026, and has been registered in the
Company Register under No. AHU-0128290.AH.01.11. YEAR 2026 dated 11 June 2026, the
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composition of the Company’s Board of Commissioners and Board of Directors in office as of the date
of this Information to Shareholders is as follows:
Board of Commissioners
President Commissioner : Irawan Sastrotanojo
Commissioner : Eka Dharmajanto Kasih
Independent Commissioner : Robinson P Simbolon
Directors
President Director : Zainal Abidinsyah Siregar
Director & Independent Director : Donald Kent Wood
Director : Jeanne Watulo
Ownership Structure
The following is a chart showing the Company’s share ownership down to the individual level, along
with the name of the party that controls the Company as of 31 August 2026:
Erwin Sutanto Irawan Sastrotanojo PT Artha Nusa Sembada Zainal Abidinsyah Siregar
20 % (1,000 shares) 20 % (1,000 shares) 60 % (3,000 shares) 99.74 %
Erwin Sutanto PT Aserra Capital Publik | Public
0.001 % (24,876 shares) 53.51% (1,897,730,677 shares) 46.49% (1,648,711,108 shares)
Details:
Ultimate Shareholder
Controlling Shareholder
INFORMATION REGARDING THE TRANSACTION PLAN
The following is a description of the Transaction Plan to be carried out by the Company in connection
with the implementation of the Transaction Plan:
1. Reason and Purpose of PMTHMETD
The PMTHMETD to be conducted by the Company is part of the implementation of the
agreement between the Company and the Foreign Syndicate Lenders in connection with the
rearrangement of the Company’s obligations.
With regard to the Company’s obligations maturing in 2026, the Company’s available cash flow
at the time of maturity is not yet fully sufficient to meet all of these obligations, therefore, the
Company has engaged in discussions with the Foreign Syndicated Lenders to reach a mutually
agreed-upon resolution of these obligations. Based on the terms of the agreement, the
obligations will be settled through several mechanisms, including partial settlement of
obligations, adjustment of the maturity dates for certain obligations, and conversion of a portion
of the obligations into new shares of the Company through the PMTHMETD.
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As part of this agreement, the Foreign Syndicated Lenders have agreed to accept as full
settlement of obligations totaling USD4,108,948, at a conversion price of Rp325.00 (three
hundred twenty-five Rupiah) per share, an exchange rate of Rp17,250 per USD1, and a
number of shares equivalent to the loan value in Rupiah divided by the exercise or conversion
price specified in the Transaction Plan.
2. History of the Debt to be Converted into Shares
7 June 2022
The Company signed the Facility Agreement 2022, which is part of the documentation and
formalization process for the completion of the settlement agreement homologated in 2019 with
the Foreign Syndicated Lenders. Pursuant to which the lenders have provided the Company
with a term loan facility in the amount of USD 35,000,000 (thirty-five million U.S. dollars).
The term loan must be repaid in installments of 1.75% (one point seven five percent) per 3
(three) months, starting from the last business day of June 2022 through the last business day
of March 2026, and the entire remaining principal balance must be paid in full on the maturity
date of 18 May 2026. The maturity date of the 2022 Facility Agreement has been extended
several times, first to 8 June 2026, then again to 8 July 2026, and finally to 31 July 2026.
31 July 2026
The Company has reached an agreement with the lenders as set forth in the 2026 Amendment
and Restatement Deed signed by and between the Company and The Bank of New York
Mellon, Singapore Branch (as Agent), The Bank of New York Mellon, Hong Kong Branch (as
Offshore Security Agent), PT Bank Rakyat Indonesia (Persero), Tbk (as Onshore Security
Agent), and the remaining lenders, as follows:
1. HSBC Bank PLC; and
2. The Hongkong and Shanghai Banking Corporation Limited.
Pursuant to the 2026 Amendment and Restatement Deed, as part of the payment of a debt
obligation in the amount of USD4,108,948, it was agreed that the Company would issue New
Shares to the Foreign Syndicated Lenders no later than 31 October 2026.
Pursuant to the provisions of laws and regulations governing the Capital Market, the signing of
a credit agreement, along with any addendum and/or amendment thereto, does not constitute:
(i) a Material Transaction as defined in POJK No. 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities, (ii) an Affiliated Transaction or a Conflict of
Interest Transaction as defined in POJK No. 42/POJK.04/2020 concerning Affiliated
Transactions and Conflict of Interest Transactions, and (iii) Material Information/Facts as
referred to in POJK No. 31/POJK.04/2015 concerning Disclosure of Material Information or
Facts by Issuers or Public Companies in conjunction with POJK No. 45 of 2024 concerning the
Development and Strengthening of Issuers and Public Companies.
The credit agreement, along with its addendum and/or amendments, constitutes the
documentation and formalization of the rearrangement of the Company’s obligations in
connection with the completion of the composition agreement process that was homologated in
2019 and does not constitute a new, standalone transaction.
11 August 2026
The Company and the Foreign Syndicated Lenders have signed a CSIA, which which, in
substance, regulates the following matters:
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a. Issuance Agreement (New Shares)
The Company has agreed to issue New Shares to the Foreign Syndicated Lenders, and the
Foreign Syndicate Lenders have agreed to accept the New Shares from the Company, in
accordance with the terms and conditions set forth in the CSIA.
b. Terms and Conditions of the Issuance (New Shares)
The New Shares will be issued by the Company and accepted by the Foreign Syndicated
Lenders in accordance with the provisions of:
(1) The UUPT;
(2) POJK No. 14/2019 and/or POJK 15/2020;
(3) Regulation I-A;
(4) The Company’s Articles of Association; and
(5) Other relevant laws and regulations.
c. Obligations of the Company
The Company is obligated, no later than 31 October 2026, or such other date as may be
agreed upon by the parties at a later time, to issue and deliver the New Shares to the
Foreign Syndicated Lenders and to list the New Shares on the IDX.
d. Undertaking of the Company
The Company shall not issue any additional shares other than the New Shares from 30
June 2026, until the New Shares are issued to the Foreign Syndicate Lenders.
e. Payment of New Shares
The parties agree that the issuance of the New Shares constitutes full payment of the debt
obligation in the amount of USD4,108,948, and therefore such debt obligation shall be
deemed settled and paid in full upon the Foreign Syndicated Lenders’ receipt of the New
Shares.
f. Conditions Precedent
The New Shares will be issued upon obtaining approval from the Company’s EGMS, to be
held in accordance with the provisions of the Company’s articles of association, UUPT,
POJK No. 14/2019, and/or POJK No. 15/2020.
g. Conversion of Debt into New Shares
The total debt obligation of USD4,108,948 will be fully converted into New Shares at a
conversion price of Rp325,00 and at an agreed-upon exchange rate of Rp17,250 per
USD1.
The amount of debt to be converted has been recorded in the Loans account in the Company’s
Financial Statements.
3. Explanation of the Accounts Resulting in the Company’s Inability to Meet Its Financial
Obligations Upon Maturity
Based on the Company’s and its Subsidiaries’ Consolidated Financial Statements as of 31
December 2025, audited by the Public Accounting Firm Teramihardja, Pradhono & Chandra
(“31 December 2025 Financial Statements”), the Company’s loans and accrued liabilities to
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the Foreign Syndicated Lenders totaled USD36,091,617, while the Company’s cash and cash
equivalents as of December 31, 2025, amounted to USD26,915,826.
Given that, at the time of preparing the 31 December 2025 Financial Statements, the Company
was in the process of negotiating with the Foreign Syndicated Lenders, the Company continues
to record a Loan from the Foreign Syndicated Lenders in the amount of USD 18,801,060 and
an Accrued Expense of USD 14,840,557 under Long-Term Liabilities.
CURRENT ASSETS USD
Cash and cash equivalents 26,915,826
Accounts receivable 11,930,868,
Other current assets 32,629,200
TOTAL CURRENT ASSETS 71,475,894
NON-CURRENT ASSETS
Fixed assets 164,443,161
Other non-current assets 26,534,940
TOTAL NON-CURRENT ASSETS 190,978,101,
TOTAL ASSETS 262,453,995
SHORT-TERM LIABILITIES
Accounts payable 4,589,997
Loans 5,070,409
Other short-term liabilities 8,423,346
TOTAL CURRENT LIABILITIES 18,083,752
LONG-TERM LIABILITIES
Loans 102,404,655
Accrued Expenses 14,840,557
Deferred Tax Liabilities 34,960,544
Other Long-Term Liabilities 23,130,730
TOTAL LONG-TERM LIABILITIES 175,336,486
TOTAL LIABILITIES 193,420,238
EQUITY 69,033,757
TOTAL LIABILITIES & EQUITY 262,453,995
4. Use of Proceeds from the Debt to Be Converted
The proceeds from the debt to be converted into shares through the PMTHMETD will be used
to refinance extended investment loans and other loans, as well as to fund working capital.
5. Exercise Price in the PMTHMETD
The exercise price for the New Shares to be issued under the PMTHMETD plan is Rp325.00
(three hundred twenty-five Rupiah) per share.
The PMTHMETD plan to be implemented by the Company is intended to improve its financial
position; therefore, the exercise price is determined in accordance with the provisions of Point
V.1.3. of Appendix II to Regulation I-A, whereby the exercise price is determined based on an
agreement between the parties, conducted on an arm’s-length basis, does not violate
applicable laws, and is carried out in a manner that does not disadvantage non-controlling
shareholders and non-major shareholders, and is in accordance with the provisions of V.1.4
and V.1.5 of Appendix II to Regulation I-A.
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In determining the exercise price for the PMTHMETD, although not required, the Company also
took into account the average closing price of the Company’s shares over 25 consecutive
trading days on the regular market prior to the date of this Information to Shareholders,
however, the PMTHMETD exercise price remains significantly higher than that average, so the
number of shares to be acquired by the Foreign Syndicated Lenders will be fewer than it would
be if the average closing price of the Company’s shares were used as a reference. Therefore,
the PMTHMETD exercise price does not disadvantage non-controlling shareholders and non-
major shareholders because the dilutive effect resulting from the exercise of the PMTHMETD is
reduced.
6. Value of the Transaction Plan
The total value of this Transaction Plan is USD4,108,948, or Rp70,879,353,025, based on the
agreed-upon exchange rate of Rp17,250 per USD1.
The debt to be converted into New Shares is limited to the principal amount of the debt only and
does not include interest or penalties, and therefore complies with the provisions of Article 35 of
the UUPT.
7. Implementation Period of the Transaction Plan
The Transaction Plan will be implemented immediately upon obtaining shareholder approval at
the EGMS to be held on Wednesday, 7 October 2026, and will be completed no later than 31
October 2026, or such other date as may be agreed upon by the parties at a later time.The
Company will carry out the Transaction Plan in accordance with the provisions of the
Company’s Articles of Association and applicable laws and regulations, including POJK No.
14/2019 and Regulation I-A.
8. Plan for the Use of Proceeds from the PMTHMETD
The Company will not receive any funds from the proceeds of the PMTHMETD, because, as
explained throughout this Information to Shareholders, the subscription for the New Shares to
be issued by the Company through the PMTHMETD will be made by offsetting the receivables
held by the Foreign Syndicated Lenders; therefore, there is no use of funds in this PMTHMETD.
9. Management’s Analysis and Discussion of the Company’s Financial Condition Before
and After the PMTHMETD
The Company’s loans and accrued liabilities to Foreign Syndicated Lenders, due in 2026 and
totaling USD36,251,060, have been included in the process of rearrangement the Company’s
obligations through negotiations with the Foreign Syndicated Lenders.
Based on the terms of the agreement, a portion of the Company’s liabilities has been settled, a
portion has been converted into new shares of the Company in exchange for the Foreign
Syndicated Lenders’ claims, and the remaining portion has been granted an extension of the
repayment term. As a result of this agreement, the Company’s total liabilities to the Foreign
Syndicated Lenders now amount to USD8,673,826.
This rearrangement of obligations strengthens the Company’s capital structure and financial
position, while also providing greater flexibility in managing the Company’s cash flow and
financial obligations going forward.
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10. Information Regarding Foreign Syndicated Lenders
a. HSBC LTD
HSBC LTD is a company incorporated in Hong Kong with its registered office located on
the 18th Floor, HSBC Main Building, 1 Queen’s Road Central, Hong Kong.
Business Activities
HSBC Limited is engaged in the financial services sector.
Shareholders
The shareholder of HSBC Limited is HSBC Holdings plc, a publicly listed company
Management and Supervision
The Board of Directors of HSBC LTD consists of Brendan Nelson as Group Chairman,
Georges Elhedery as Group Chief Executive Officer, Pam Kaur as Group Chief Financial
Officer, Eileen Murray as Senior Independent Non-Executive Director, and Geraldine
Buckingham, Wei Sun Christianson, Rachel Duan, Dame Carolyn Fairbairn, James
(Jamie) Forese, Steven Guggenheimer, José Antonio Meade Kuribreña, Richard
Meddings, Kalpana Morparia, and Swee Lian Teo as Independent Non-Executive
Directors.
Agreed Terms and Conditions
i. The Company’s debt obligation to HSBC LTD in the amount of USD2,934,963, arising
under the CSIA, will be settled with 155,778,802 Series B ordinary shares with a
nominal value of Rp325 per share, to be issued by the Company through the
PMTHMETD.
ii. The agreed exchange rate is Rp17,250 per USD1.
iii. The agreed debt conversion date is 31 October 2026, or such other date as may be
agreed upon by the parties at a later time.
iv. The conversion of debt into shares must first be approved by the General Meeting of
Shareholders and must comply with applicable laws and regulations.
b. HSBC PLC
HSBC PLC is a company incorporated in England and Wales with its registered office at
Level 3, 8 Canada Square, London E14 5HQ.
Business Activities
HSBC PLC is engaged in the financial services sector.
Shareholders
The shareholder of HSBC PLC is HSBC Holdings plc, a publicly listed company.
Management and Oversight
The Board of Directors of HSBC Holdings plc consists of Brendan Nelson as Group
Chairman, Georges Elhedery as Group Chief Executive Officer, Pam Kaur as Group
Chief Financial Officer, Eileen Murray as Senior Independent Non-Executive Director,
and Geraldine Buckingham, Wei Sun Christianson, Rachel Duan, Dame Carolyn
Fairbairn, James (Jamie) Forese, Steven Guggenheimer, José Antonio Meade Kuribreña,
10
Page 12
Richard Meddings, Kalpana Morparia, and Swee Lian Teo as Independent Non-
Executive Directors.
Agreed Terms and Conditions
i. The Company’s debt obligation to HSBC PLC in the amount of USD1,173,985, arising
under the CSIA, shall be settled with 62,311,515 Series B ordinary shares with a
nominal value of Rp325 per share, to be issued by the Company through the
PMTHMETD.
ii. The agreed-upon exchange rate is Rp17,250 per USD1.
iii. The agreed-upon debt conversion date is October 31, 2026, or such other date as
may be agreed upon by the parties at a later time.
iv. The conversion of debt into shares must first be approved by the General Meeting of
Shareholders and must comply with applicable laws and regulations.
11. Compliance with the Provisions of Article 8B of POJK No. 14/2019 Regarding the
Transaction Plan
The PMTHMETD to be conducted by the Company is in accordance with the provisions of
Article 8B letter (c) of POJK No. 14/2019.
The wording of Article 8B letter (c) of POJK No. 14/2019:
“A capital increase for the purpose of improving the financial position as referred to in Article 3
letter (a) may be carried out provided that the following conditions are met:
a. ….;
b. ….; or
c. The Public Company is unable to meet its financial obligations upon maturity to a non-
affiliated lender, provided that such non-affiliated lender agrees to accept shares or
convertible bonds of the Public Company to settle the loan.”
Based on the above provisions, the following are the conditions related to PMTHMETD that
satisfy the elements of the provision in that article:
a. The public company is unable to fulfil its obligations upon maturity
With regard to the Company’s obligations maturing in 2026, the Company’s available cash
flow at maturity is not yet fully sufficient to settle all such obligations; therefore, the
Company is engaging in discussions with the Foreign Syndicated Lenders to reach a
mutually agreed-upon settlement of these obligations. Based on the terms of the
agreement, the obligations will be settled through several mechanisms, including partial
settlement of the obligations, extension of the maturity dates for certain obligations, and
conversion of a portion of the obligations into new shares of the Company through
PMTHMETD.
b. Non-Affiliated Lenders
The Foreign Syndicate Lenders consist of:
(1) HSBC Bank PLC; and
(2) The Hongkong and Shanghai Banking Corporation Limited,
which have no affiliation with the Company.
c. These non-affiliated lenders have agreed to accept shares of the Public Company in
settlement of the loan.
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Page 13
The Foreign Syndicate Lenders, as unaffiliated lenders, pursuant to the CSIA they have
signed, expressly state their willingness and agreement to accept the New Shares as
repayment of the debt in the amount of USD4,108,948.
DETAILS OF THE SHARE CAPITAL STRUCTURE
BEFORE AND AFTER THE PMTHMETD
The following table shows the Company’s capital structure before and after the Transaction Plan is
implemented:
Before PMTHMETD After PMTHMETD
Description Number of Total Nominal Amount Number of Total Nominal Amount
% %
Shares (Rp) Shares (Rp)
Authorized Capital
Share series A (Nominal
6.000.000.000 3.000.000.000.000 5.858.241.292 2.929.120.646.000
Rp500)
Share series B (Nominal 218.090.320 70.879.354.000
- -
Rp325)
Total authorized capital 6.000.000.000 3.000.000.000.000 6.076.331.612 3.000.000.000.000
Issued and Fully Paid-up
Capital
PT Aserra Capital (Series A) 1.897.730.677 948.865.338.500 53,51 1.897.730.677 948.865.338.500 50,41
Standard Chartered Bank 220.767.550 110.383.775.000 6,23 220.767.550 110.383.775.000 5,86
Singapore S/A Augusta
Investment Pte.Ltd (Series A)
Eka Dharmajanto Kasih (Series 28.551.560 14.275.780.000 0,81 28.551.560 14.275.780.000 0,76
A)
HSBC Bank PLC (Series B) - - - 62.311.515 20.251.242.375 1,66
The Hongkong and Shanghai - - - 155.778.802 50.628.110.650 4,14
Banking Corporation Limited
(Series B)
Public (Series A) 1.399.416.874 699.708.437.000 39,45 1.399.416.874 699.708.437.000 37,17
Total Issued and Fully Paid-up
Capital 3.546.466.661 1.773.233.330.500 100,00 3.764.556.978 1.844.112.683.525 100,00
Shares in Reserve
Share series A 2.453.533.339 1.226.766.669.500 2.311.774.631 1.155.887.315.500
Share series B - - 3 975
Total in Reserve 2.453.533.339 1.226.766.669.500 2.311.774.634 1.155.887.316.475
Based on a report from BAE dated on 31 July 2026, the Company’s Board of Directors and Board of
Commissioners hold the following shares in the Company:
Share Ownership Percentage of
Name Position
Series Number of Shares Total Nominal Amount (Rp) Ownership (%)
Eka Dharmajanto Kasih Komisaris A 28.551.560 14.275.780.000 0,81
RISKS OR IMPACTS OF THE PMTHMETD
ON SHAREHOLDERS
The PMTHMETD will have a dilutive effect on all of the Company’s existing shareholders, as the
percentage of shares held by the Company’s existing shareholders will decrease—that is, their
ownership will be diluted by 5.79% (five point seven nine percent) after the PMTHMETD is
implemented. In addition, the number of the Company’s shareholders will increase, as the Foreign
Syndicated Lenders will become new shareholders of the Company who, collectively, will hold 5.79%
(five point seven nine percent) of the Company’s total issued and paid-in capital after the PMTHMETD
is implemented.
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Page 14
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the PMTHMETD as described in this Information to Shareholders, the Company
intends to seek approval from the EGMS to be held on:
Day/Date : Wednesday, 7 October 2026
Tempat : Function Room
Residence 8, 7th Floor
Jl. Senopati no. 8B, Kebayoran Baru, Jakarta Selatan 12190
Time : 10.00 WIB – Until Completion
The above information is in accordance with the EGMS announcement published on eASY.KSEI, the
Stock Exchange’s website (IDXnet), and the Company’s website on 31 August 2026.
For your information, the key dates to note regarding the Company’s EGMS are as listed in the
following schedule table:
No. Activities Schedule
1. Notification of the Agenda for the EGMS to the OJK 20 August 2026
2. Announcement of the EGMS on eASY.KSEI, the IDX website, and the 31 August 2026
Company’s website
3. Information to Shareholders regarding PMTHMETD on the IDX website 31 August 2026
and the Company’s website
4. Shareholder Record Date 14 September 2026
5. Invitation of EGMS on eASY.KSEI, the IDX website, and the Company’s 15 September 2026
website
6. EGMS 7 October 2026
7. Summary of the Minutes of the EGMS on eASY.KSEI, the IDX website, 9 October 2026
and(i)
the Company’s website
Attendance at the Company’s EGMS
Shareholders who are unable to attend the EGMS may be represented by a proxy by presenting a
valid Power of Attorney in a form acceptable to the Board of Directors, provided that members of the
Board of Directors, the Board of Commissioners, and employees of the Company are permitted to act
as proxies for Shareholders at the EGMS; however, the votes they cast as proxies shall not be
counted in the voting. Power of Attorney forms may be obtained on any business day starting from the
date of the EGM notice, during business hours at the Company’s office located at Office 8 Building,
Floors 20–21, SCBD Lot. 28, Jl. Jend. Sudirman Kav. 52-53, Kebayoran Baru, South Jakarta 12190,
Tel.: +62 (21) 29333000, Email: info@apexindo.com.
The Power of Attorney must be signed and received by the Company’s Corporate Secretary
department no later than 1 (one) business day prior to the date of the EGMS, namely on Tuesday, 6
October 2026.
The agenda items related to the PMTHMETD Plan are as follows:
1. Approval of the amendment to Article 4 of the Company’s Articles of Association, regarding the
reclassification of the Company’s shares into share Series A with a nominal value of Rp500.00
(five hundred Rupiah) per share and share Series B shares with a nominal value of Rp325.00
(three hundred twenty-five Rupiah) per share.
Quorum:
a. This Meeting will be conducted in accordance with the provisions regarding the attendance
quorum and the decision-making quorum as stipulated in Article 42 of POJK No. 15/2020
13
Page 15
and Article 14, paragraph (3) of the Company’s Articles of Association, namely that the
Meeting must be attended by shareholders representing at least 2/3 (two-thirds) of the total
number of shares with valid voting rights, and that a resolution of the Meeting is valid if
approved by at least 2/3 (two-thirds) of the total votes cast.
b. In the event that the quorum specified in subparagraph (a) above is not met, a second
EGMS may be held no sooner than 10 days and no later than 21 (twenty-one) days from
the date the first EGMS was held. The second EGMS shall be valid and entitled to make
binding decisions if at least 3/5 of the total number of shares with valid voting rights are
present or represented, and the decision is approved by more than 1/2 of the total number
of votes validly cast at the EGMS. In the event that the attendance quorum for the second
EGMS is not met, then, upon the Company’s request regarding the attendance quorum and
the number of votes required to make a decision, the OJK shall determine the notice and
timing of the EGMS.
2. Approval of the Company’s plan to conduct a PMTHMETD by issuing 218,090,317 Series B
shares with a nominal value of Rp325.00 (three hundred twenty-five Rupiah) per share, the
payment for which will be made by offsetting third-party claims against the Company.
Quorum:
a. Pursuant to Article 8A paragraph (1) of POJK No. 14/2019, any PMTHMETD to be
conducted by the Company must first obtain approval from the Meeting. Furthermore,
pursuant to Article 35 paragraph (1) and (3) of the UUPT in conjunction with Article 14
paragraph (3) of the Company’s Articles of Association, a capital contribution made by
offsetting creditors’ claims against the Company must be approved by the Meeting, which
shall be held if at least 2/3 (two-thirds) of the total shares with voting rights are present or
represented at the meeting, and the resolution is valid if approved by at least 2/3 (two-
thirds) of the total votes cast.
b. In the event that the quorum as specified in subparagraph (a) above is not met, a second
EGMS may be held within a period of no sooner than 10 days and no later than 21 (twenty-
one) days from the date the first EGMS was held. The second EGMS is valid and has the
authority to make binding decisions if at least 3/5 of the total number of shares with valid
voting rights are present or represented, and the resolution is approved by more than 1/2 of
the total valid votes cast at the EGMS. In the event that the attendance quorum for the
second EGMS is not met, then, upon the Company’s request regarding the attendance
quorum and the number of votes required to make a decision, the OJK shall determine the
notice and timing of the EGMS.
3. Granting power and authority, with the right of substitution, to the Company’s Board of Directors
to implement the aforementioned decisions, including but not limited to preparing or having
prepared all necessary deeds, letters, and documents as necessary; to appear before the
relevant parties or officials, including notaries; to submit applications to the relevant parties or
officials to obtain approval; or to report such matters to the relevant parties or officials as
provided for in applicable laws and regulations.
Quorum:
a. Pursuant to Article 41 of POJK 15/2020 and the provisions of Article 14 paragraph (2) of
the Company’s Articles of Association, aGMS may be held if, at the EGMS, more than
1/2 (one-half) of the total number of shares with voting rights are present or represented.
Resolutions of the EGMS as referred to herein are valid if approved by more than 1/2
(one-half) of the total voting shares present at the EGMS.
b. In the event that the quorum as set forth in subparagraph (a) above is not met, a second
EGMS may be held, provided that the second EGMS is valid and has the authority to
make decisions if at least one-third (1/3) of the total shares with voting rights are present
or represented at the meeting. Resolutions of the second EGMS are valid if approved by
more than 1/2 (one-half) of the total voting shares present at the second EGMS.
14
Page 16
c. In the event that the quorum as set forth in subparagraph (b) above is not met, a third
EGMS may be held, provided that the third EGMS is valid and has the authority to make
decisions if it is attended by shareholders holding valid voting shares in accordance with
the attendance quorum and decision-making quorum established by the OJK upon the
Company’s request.
STATEMENT BY THE BOARD OF DIRECTORS
AND THE BOARD OF COMMISSIONERS OF THE COMPANY
This Information to Shareholders has been approved by the Board of Commissioners and the Board
of Directors of the Company, and therefore the Board of Commissioners and the Board of Directors of
the Company are responsible for the accuracy of the information contained herein. To the best of the
knowledge of the Board of Commissioners and the Board of Directors, all material information and
opinions expressed in this Information to Shareholders are true and accountable, and there is no other
material information that has not been disclosed that could render this statement untrue or misleading.
The Company’s Board of Directors and Board of Commissioners hereby state that the Transaction
Plan to be conducted through PMTHMETD does not constitute an affiliate transaction or a conflict-of-
interest transaction as defined in POJK No. 42/2020, nor does it constitute a material transaction as
defined in POJK No. 17/2020.
The Company’s Board of Directors and Board of Commissioners recommend that all shareholders
approve the Transaction Plan as described in this Information to Shareholders. In making this
recommendation to shareholders, the Company’s Board of Directors and Board of Commissioners
have reviewed the report and opinion of the Company’s independent consultant as well as the
benefits of the Transaction Plan, and are therefore convinced that the implementation of the
Transaction Plan is the best option for the Company and all of its shareholders.
ADDITIONAL INFORMATION
To obtain information regarding the PMTHMETD plan as described above, the Company’s
shareholders may contact the Company on any business day, from 8:30 a.m. to 4:00 p.m. WIB, at the
address listed below:
Corporate Secretary
PT Apexindo Pratama Duta Tbk
Office 8 Building, Floor 20 - 21, SCBD Lot. 28,
Jl. Jend. Sudirman Kav. 52-53, Kebayoran Baru, Jakarta Selatan 12190
Phone: +62(21)29333000, E-mail: info@apexindo.com
15
Names mentioned 32 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Adimitra Jasa Korpora. Indonesia Stock Exchange
p.2
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Shanghai Banking Corporation Limited
p.2 ×4
unresolved
org
HSBC LTD
p.2 ×4
unresolved
org
Financial Services Authority
p.2 ×8
unresolved
person
Imas Fatimah
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
org
Central Jakarta District Court
p.5
unresolved
person
Yulia
· Notaris
p.5 ×2
unresolved
org
Minister of Law
p.5 ×2
unresolved
org
Bank Singapore S
p.5
unresolved
org
PT Artha Nusa Sembada
p.6
unresolved
org
HSBC LTD HSBC LTD
p.11
unresolved
org
Hong Kong. Business Activities HSBC Limited
p.11
unresolved
org
A Augusta Investment Pte.Ltd
p.13
unresolved
org
The Hongkong and Shanghai | - | - | - | 155.778.802 | 50.628.110.650 | 4,14
Banking Corporation
p.13
unresolved
org
Banking Corporation Limited
p.13
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