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20260224_BUVA_Laporan Informasi dan Fakta Material_32028905_lamp1.pdf
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CHANGES AND/OR ADDITIONAL DISCLOSURE OF INFORMATION
TO THE SHAREHOLDERS OF
PT BUKIT ULUWATU VILLA TBK
IN RELATION TO THE PROPOSED CAPITAL INCREASE
WITH PRE-EMPTIVE RIGHTS II
(“CHANGES AND/OR ADDITIONAL DISCLOSURE OF
INFORMATION”)
This Changes and/or Additional Disclosure of Information is prepared and addressed to the
shareholders of PT Bukit Uluwatu Villa Tbk (“Company”) in compliance with the Financial Services
Authority (Otoritas Jasa Keuangan or “OJK”) Regulation No. 32/POJK.04/2015 on the Capital Increase
of a Publicly Listed Company By Providing Pre-Emptive Rights as amended by OJK Regulation No.
14/POJK.04/2019 on the Amendment of OJK Regulation No. 32/POJK.04/2015 on the Capital Increase
of a Publicly Listed Company By Providing Pre-Emptive Rights.
This Changes and/or Additional Disclosure of Information is important for shareholders of the Company
to read and consider in making decisions regarding the Company's plan to Increase Capital by Granting
Pre-Emptive Rights II (“Rights Issue II”).
If you are having difficulties understanding the information contained in this Changes and/or Additional
Disclosure of Information or have any doubt in taking a decision, you should consult with your broker,
investment manager, legal counsel, public accountant and/or other professional advisors
PT Bukit Uluwatu Villa Tbk
Main Business Activities:
Hospitality
Domiciled in Badung Regency, Bali Province
Head Office: Representative Office:
Jl. Belimbing Sari, Br. Tambyak Graha Iskandarsyah, 10th Floor
Desa Pecatu Kec. Kuta Selatan Jalan Iskandarsyah Raya No. 66C
Kab. Badung, Bali – Indonesia Jakarta Selatan 12160 – Indonesia
Telephone: (0361) 8482166 Telephone: (021) 720 9957
Facsimile: (0361) 8482188 Facsimile: (021) 720 7523
Website: www.buvagroup.com
Email: info@buvagroup.com
In connection with the proposed Rights Issue II to be carried out by the Company, the Company will
seek approval from the shareholders in an Extraordinary General Meeting of Shareholders to be held
on 26 February 2026.
The Board of Directors and the Board of Commissioners of the Company, both individually and jointly,
are fully responsible for the completeness and accuracy of the information or material facts contained
in this Changes and/or Additional Disclosure of Information and emphasize that the information stated
in this Disclosure of Information is accurate and there is no misstatement of a material fact or no
omission of material facts which may cause material information in this Changes and/or Additional
Disclosure of Information to be inaccurate and/or misleading.
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This Changes and/or Additional Disclosure of Information was published on 24 February 2026
DEFINITION
“IDX” : 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.
“Ministry of Law” : Abbreviation of the Ministry of Law of the Republic of
Indonesia (formerly known as the Ministry of Law and Human
Rights of the Republic of Indonesia, the Department of Law
and Human Rights of the Republic of Indonesia, the
Department of Justice of the Republic of Indonesia, the
Department of Law and Legislation of the Republic of
Indonesia, or other names).
“MOL” : Abbreviation of the Minister of Law of the Republic of
Indonesia (formerly known as the Minister of Law and Human
Rights of the Republic of Indonesia, the Minister of Justice of
the Republic of Indonesia, or the Minister of Justice and
Human Rights of the Republic of Indonesia, or other names).
Financial Services Authority : Otoritas Jasa Keuangan or Indonesian Financial Services
or OJK” Authority which has the regulatory, supervisory, examination
and investigation functions, duties and authorities as
stipulated under Law No. 21 of 2011 on the Financial Services
Authority as amended by Law No. 4 of 2023 on the
Development and Strengthening of Financial Sector.
“Rights Issue II” : Capital Increase with Pre-Emptive Rights II by the Company
through the issuance of New Shares as mentioned under
POJK No. 32/2015.
“POJK No. 32/2015” : OJK Regulation No. 32/POJK.04/2015 on the Capital Increase
of a Publicly Listed Company By Providing Pre-Emptive Rights
as amended by OJK Regulation No. 14/POJK.04/2019 on the
Amendment of the OJK Regulation No. 32/POJK.04/2015 on
the Capital Increase of a Publicly Listed Company By
Providing Pre-Emptive Rights.
“EGMS” : Extraordinary General Meeting of Shareholders, which will be
held on 26 February 2026, in accordance with the Company's
articles of association and applicable laws and regulations.
“New Shares” : A maximum of 50,000,000.000 (fifty billion) new shares or up
to 203.11% (two hundred and three point one one percent) of
the total issued and fully paid-up shares by the Company as
of the date of this Changes and/or Additional Disclosure
Information is published, which will be issued from the
Company's portfolio shares with a nominal value of Rp 50 (fifty
Rupiah) per share.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Markets, announced in the State Gazette of the Republic of
Indonesia No. 64 of 1995, Supplement No. 3608, as amended
by Law No. 4 of 2023 on the Development and Strengthening
of Financial Sector, along with its implementing regulations.
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I. GENERAL
General Description of the Company
The Company is a limited liability company established under the laws and regulations of the Republic
of Indonesia and domiciled in Badung Regency. The Company was founded under the name “PT Bukit
Uluwatu Villa” as stated in the Deed of Limited Liability Company PT Bukit Uluwatu Villa No. 53 dated
15 December 2000, drawn up before Sugito Tedjamulja, S.H., Notary in Jakarta, which obtained
approval from the MOL through Decree No. C-27344HT.01.01.TH.2003 dated 14 November 2003 and
has been registered at the Company Registration Office of the Industry and Trade Agency of Badung
Regency under No. 1342/RUB.22-08/II/2007 dated 7 February 2007, as well as has been announced
in the State Gazette of the Republic of Indonesia No. 44 dated 30 May 2008, Supplement No. 7433
(“Deed of Establishment”).
Change of Name:
Based on the Deed of Statement of Shareholders’ Resolution of PT Bukit Uluwatu Villa No. 182 dated
25 February 2010, drawn up before Aulia Taufani, S.H., substitute notary for Sutjipto, S.H., Notary in
Jakarta, which obtained approval from the MOL through Decree No. AHU-1605.AH.01.02.Tahun 2010,
and was notified to the MOL as stated under the Receipt of Notification of Amendment to the Articles
of Association No. AHU-AH.01.10-06359 dated 15 March 2010, and was registered in the Company
Register at the Ministry of Law under No. AHU-0017145.AH.01.09.Tahun 2010 dated 15 March 2010
(“Deed No. 182/2010”). Pursuant to Deed No. 182/2010, the shareholders of the Company approved,
among others: (i) the initial public offering of shares; and (ii) the change of the Company’s status from
a Private Company to a Public Company, thereby changing its name to “PT Bukit Uluwatu Villa Tbk”.
The change of the Company’s status to a Public Company became effective as of 12 July 2010, when
all of the Company’s shares were listed on the IDX.
The Company’s articles of association as stated in the Deed of Establishment has been amended
several times and most recently contained in the Deed of Statement of Resolution of the Meeting No.
8 dated 8 December 2025, drawn up before Rini Yulianti, S.H., Notary in East Jakarta, which was
notified to the Ministry of Law based on the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0252355 dated 8 December 2025, and registered in the Company
Register at the Ministry of Law under No. AHU-0276838.AH.01.11.TAHUN 2025 dated 8 December
2025 (“Deed No. 8/2025”).
Purpose and Objectives of the Company
Based on Article 3 of the Company’s articles of association as stated in the Deed of Statement of
Resolutions of the Annual General Meeting of Shareholders No. 64 dated 28 June 2023, drawn up
before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which has obtained
the approval from the MOL pursuant to Decree No. AHU-0037368.AH.01.02.TAHUN 2023 dated 3 July
2023, and has been registered in the Company Register at the Ministry of Law under No.
AHU0123413.AH.01.11.Tahun 2023 dated 3 July 2023, the purpose and objectives of the Company
are to engage in the fields of accommodation and real estate provision.
To achieve the above purpose and objectives, the Company may carry out the following main business
activities:
- Star Hotels, including the business of providing lodging services that meet the requirements of a
star-rated hotel, as well as other services for the public, utilizing part or all of the building.
- Other Accommodation Provision, including the business of providing lodging services for non-short-
term stays. This includes accommodation for longer-term or temporary stays, whether in private
rooms, shared rooms, or dormitories for students, seasonal workers, and similar needs. It covers
student housing, school dormitories, worker lodgings, and boarding houses, with or without meals.
- Privately Owned or Leased Real Estate, including the business of purchasing, selling, leasing, and
operating real estate, whether owned or leased, such as apartment buildings, residential buildings,
and non-residential buildings (e.g., storage facilities, malls, shopping centers, and others). It also
includes providing houses and furnished or unfurnished flats/apartments for permanent use on a
monthly or yearly basis. Additionally, it covers land sales, building development for self-operation
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(leasing space within the buildings), subdivision of real estate into land plots without land
development, and the operation of residential areas for movable houses.
To support its main business activities, the Company may engage in supporting business activities
related to the venue rentals for MICE activities and special events, which include providing space and
facilities for meetings, incentive travel, conventions, exhibitions, or special events. The rental is carried
out for a specified period, covering the preparation phase, event execution, and dismantling phase. The
venue includes a convention center, exhibition center, special venue/multi-purpose venue.
Capital Structure and Shareholding Composition
Based on Deed No. 8/2025 juncto the Company's Shareholder Register as of 31 January 2026 issued
by PT Edi Indonesia as the Company’s Share Registrar, the capital structure and shareholding
composition of the Company as of the date of this Changes and/or Additional Disclosure of Information
are as follows:
Nominal Value IDR 50 Per Shares
Information (%)
Total Shares Total Nominal Value (IDR)
Authorized Capital 75,000,000,000 3,750,000,000,000
Shareholders Name
1. PT Nusantara Utama
15,173,281,772 758,664,088,600 61.64
Investama
2. Hapsoro 60,845,049 3,042,252,450 0.25
3. Public (ownership under 5%) 9,382,927,821 469,146,391,050 38.11
Issued and Paid-Up Shares 24,617,054,642 1,230,852,732,100 100.00
Shares in Portfolio 50,382,945,358 2,519,147,267,900
Board of Commissioners and Board of Directors
Based on the Deed of Statement of Resolutions of the Annual General Meeting of Shareholders of PT
Bukit Uluwatu Villa Tbk No. 63 dated 28 June 2023, drawn up before Ashoya Ratam, S.H., M.Kn.,
Notary in South Jakarta Administrative City, which has been notified to the MOL as stated in the Receipt
of Notification of Amendment to Company Data No. AHU-AH.01.09-0135944 dated 7 July 2023, and
has been registered in the Company Register at the Ministry of Law under No. AHU-
0127814.AH.01.11.TAHUN 2023 dated 7 July 2023 juncto the Deed of Statement of Resolutions of the
Annual General Meeting of Shareholders of PT Bukit Uluwatu Villa Tbk No. 41 dated 17 July 2025,
drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which has
been notified to the MOL as stated in the Receipt of Notification of Amendment to Company Data No.
AHU-AH.01.09-0313938 dated 21 July 2025, and has been registered in the Company Register at the
Ministry of Law under No. AHU-0164610.AH.01.11.TAHUN 2025 dated 21 July 2025, the composition
of the Board of Commissioners and Directors of the Company is as follows:
Board of Commissioners
President Commissioner : Astini Bernawati Oudang
Commissioner : Diah Pikatan Orissa Putri Haprani
Independent Commissioner : Seong Hoon Park
Board of Directors
President Director : Satrio
Director : Hendry Utomo
Director : Cindy Budijono
The term of office of all members of the Board of Directors and the Board of Commissioners shall be
until the closing of the Annual General Meeting of Shareholders to be held in 2028, without prejudice to
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the right of the General Meeting of Shareholders to dismiss them at any time in accordance with the
applicable laws and regulations.
II. INFORMATION REGARDING THE PROPOSED RIGHTS ISSUE II
A. Maximum Amount of the Proposed Issuance of Shares in the Rights Issue II
The Company plans to conduct a Rights Issue II of up to 50,000,000.000 (fifty billion) new shares
or up to 203.11% (two hundred and three point one one percent) of the total issued and fully paid-
up shares by the Company as of the date of this Changes and/or Additional Disclosure Information
is published, which will be issued from the Company’s portfolio shares with a nominal value of IDR
50 (fifty Rupiah) per share.
The following sets out the pro forma of the Company’s capital structure and shareholding
composition, assuming that the Company issues 50,000,000,000 (fifty billion) new shares and that
all of the Company’s shareholders exercise their rights to purchase the new shares in the
implementation of the Rights Issue II:
Before the Implementation of Rights Issue II Before the Implementation of Rights Issue II
Information
Total Shares Nominal Value (IDR) % Total Shares Nominal Value (IDR) %
Authorized Capital 75,000,000,000 3,750,000,000,000 75,000,000,000 3,750,000,000,000
Shareholders Name
1. PT Nusantara Utama 45,991,919,486 2,299,595,974,305
15,173,281,772 758,664,088,600 61.64 61.64
Investama
2. Hapsoro 60,845,049 3,042,252,450 0.25 184,428,170 9,221,408,515 0.25
3. Public (ownership under 28,440,706,986 1,422,035,349,280
9,382,927,821 469,146,391,050 38.11 38.11
5%)
Issued and Paid-Up Shares 24,617,054,642 1,230,852,732,100 100.00 74,617,054,642 3,730,852,732,100 100.00
Shares in Portfolio 50,382,945,358 2,519,147,267,900 382,945,358 19,147,267,900
The form of capital contribution derived from the implementation of the Rights Issue II is in cash.
B. Indicative Period of the Rights Issue II
The company will conduct the Rights Issue II after obtaining approval from the EGMS and in
compliance with the applicable laws and regulations in Indonesia. In accordance with the provisions
of Article 8 paragraph (3) of POJK No. 32/2015, the period between the date of approval by the
EGMS in relation to the Rights Issue II and the effectiveness of the registration statement shall not
exceed 12 (twelve) months.
C. Analysis of the Impact of the Rights Issue II on the Company’s Financial Condition and
Shareholders
The Rights Issue II is carried out by the Company to strengthen its capital structure, providing
additional funds to support the Company's performance. If the Company's shareholders do not
exercise their pre-emptive rights in the Capital Increase, their shareholding in the Company will be
diluted by a maximum percentage of 67.01% (sixty seven point zero one percent) of their total share
ownership in the Company.
The implementation of the Rights Issue II is expected to have a positive impact on the Company’s
financial statement items. These impacts include an increase in the value of share capital within
the equity section, as well as an increase in cash and cash equivalents under current assets. From
a financial ratio perspective, the Rights Issue II is also projected to result in a significant
improvement in asset growth ratios and equity growth ratios. In addition, the Company’s current
ratio and debt-to-asset ratio are expected to show better performance in line with the
implementation of this corporate action.
Information regarding the impact that may be incurred on the Company’s financial statements as a
result of the implementation of the Rights Issue II, including its impact on key financial ratios and
the Company’s financial projections, will be disclosed in the prospectus issued in connection with
the Rights Issue, which will be made available to the eligible shareholders in due course, in
accordance with the prevailing laws and regulations.
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D. Estimated Plan for Use of Proceeds
All proceeds from the Rights Issue II (after deducting issuance costs) will be used by the Company
for capital expenditure purposes, including land acquisition, assets and business expansion, for the
company’s acqusition that has strategic value for the Company’s business expansion and to realize
the Company’s inorganic growth and/or the repayment of obligations of the Company and/or its
subsidiaries.
If part or all of the proceeds from the Rights Issue II are used for transactions that constitutes
material transactions, affiliated transactions, and/or transactions involving conflicts of interest under
the applicable capital market regulations in Indonesia, the Company will comply with the relevant
prevailing laws and regulations.
Final information regarding the use of proceeds will be disclosed in the prospectus issued for the
Rights Issue II, which will be made available to eligible shareholders in due course, in accordance
with applicable laws and regulations.
III. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
A. The Implementation of EGMS
To comply with the applicable laws and regulations, in implementing the proposed Rights Issue II,
the Company will seek approval from its shareholders at the EGMS, which will be held on 26
February 2026.
B. Key dates related to the EGMS:
1. Notification of EGMS agenda to OJK 24 December 2025
2. Announcement of plan to hold EGMS 20 January 2026
3. Announcement of Disclosure of Information regarding the 20 January 2026
proposed Rights Issue II
4. List of shareholders eligible to vote in the EGMS (recording 3 February 2026
date)
5. EGMS invitation 4 February 2026
6. Changes and/or Additional Disclosure of Information regarding 24 February 2026
the proposed Rights Issue II
7. EGMS 26 February 2026
8. Announcement of summary of minutes of EGMS 2 March 2026
9. Submission of EGMS minutes to OJK and IDX 28 March 2026
C. EGMS agendas in relation to the Rights Issue II
Approval of the plan for the issuance of new shares through the implementation of the Rights Issue
II to the Company’s shareholders, which will be carried out pursuant to OJK Regulation No.
32/POJK.04/2015 on the Capital Increase of a Publicly Listed Company By Providing Pre-Emptive
Rights as amended by OJK Regulation No. 14/POJK.04/2019 on the Amendment of OJK
Regulation No. 32/POJK.04/2015 on the Capital Increase of a Publicly Listed Company By
Providing Pre-Emptive Rights, including approval of the amendment to Article 4 paragraph (2) of
the Company’s articles of association regarding issued and paid-up capital in connection with the
realization of the capital increase through the granting of the Rights Issue II to the Company’s
shareholders.
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D. Quorum of EGMS
Based on Article 11 paragraph (1) of the Company's articles of association, the discussion on the
above agenda in the EGMS may proceed if attended by shareholders or their proxies representing
more than 1/2 (one-half) of the total shares with voting rights. The resolutions passed by the EGMS
shall be valid if approved by more than 1/2 (one-half) of the total shares with voting rights present
at the EGMS.
If the quorum is not met, a second EGMS will be convened. The second EGMS shall be valid and
entitled to pass binding resolutions if attended by shareholders or their proxies representing at least
1/3 (one-third) of the total shares with voting rights. The resolutions passed by the second EGMS
shall be valid if approved by more than 1/2 (one-half) of the total votes cast.
If the quorum for the second EGMS is not met, a third EGMS may be held, provided that the third EGMS
shall be valid and entitled to make decisions if attended by shareholders with voting rights in accordance
with the quorum for attendance and decision-making as determined by the OJK upon the Company's
request.
IV. ADDITIONAL INFORMATION
For further information regarding Rights Issue II, the Company's shareholders may contact the
Corporate Secretary of the Company during the Company's business days and hours at the following
address:
Corporate Secretary
PT Bukit Uluwatu Villa Tbk
Graha Iskandarsyah 10th Floor
Jl. Iskandarsyah Raya No. 66C
South Jakarta – Indonesia
Website: www.buvagroup.com
Email: info@buvagroup.com
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Ministry of Law
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Sugito Tedjamulja
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Aulia Taufani
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Sutjipto
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Rini Yulianti
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Ashoya Ratam
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