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INFORMATION DISCLOSURE TO SHAREHOLDERS OF
PT PAN BROTHERS TBK
THIS INFORMATION DISCLOSURE TO THE SHAREHOLDERS IS CONVEYED BY
THE COMPANY IN COMPLIANCE WITH THE PROVISIONS OF, (i) FINANCIAL
SERVICES AUTHORITY REGULATION NUMBER 17/POJK.04/2020 OF 2020 ON
MATERIAL TRANSACTIONS AND ALTERATION OF BUSINESS ACTIVITIES (“OJK
REGULATION 17/2020”), (ii) FINANCIAL SERVICES AUTHORITY REGULATION NO.
42/POJK.04/2020 OF 2020 ON AFFILIATED TRANSACTIONS AND CONFLICT OF
INTEREST TRANSACTIONS (“OJK REGULATION 42/2020”), AND (iii) FINANCIAL
SERVICES AUTHORITY REGULATION NUMBER 31/POJK.04/2015 OF 2015 ON
DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY ISSUERS OR PUBLIC
COMPANIES AS AMENDED FROM TIME TO TIME (“OJK REGULATION 31/2015”).
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE
COMPANY HEREBY STATE THAT THE ISSUANCE OF NEW NOTES 1 AND NEW
NOTES 2 (“NEW NOTES”) CONSTITUTES A MATERIAL TRANSACTION WITH A
TRANSACTION VALUE EXCEEDING 25% (TWENTY-FIVE PERCENT) OF THE
COMPANY’S TOTAL ASSETS AS STIPULATED UNDER ARTICLE 6 PARAGRAPH (1)
LETTER (d) (2) OF OJK REGULATION 17/2020, AND ALSO CONSTITUTES AN
AFFILIATE TRANSACTION AS REFERRED TO IN ARTICLE 1 NUMBER 3 OF OJK
REGULATION 42/2020 IN CONNECTION WITH THE ISSUANCE OF THE NEW NOTES
TO BE SECURED BY THE SUBSIDIARY GUARANTOR THROUGH A CORPORATE
GUARANTEE.
THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE
COMPANY HEREBY STATE THAT THE ISSUANCE OF THE MANDATORY
CONVERTIBLE BONDS (“MCB”) CONSTITUTES A CAPITAL INCREASE WITHOUT
PRE-EMPTIVE RIGHTS AS REFERRED TO IN THE OJK REGULATION ON HMETD,
AND ALSO MEETS THE THRESHOLD FOR A MATERIAL TRANSACTION WITH A
TRANSACTION VALUE EXCEEDING 25% (TWENTY-FIVE PERCENT) OF THE
COMPANY’S TOTAL ASSETS AS STIPULATED UNDER ARTICLE 6 PARAGRAPH (1)
LETTER (d) (2) OF OJK REGULATION 17/2020, AND FURTHER CONSTITUTES AN
AFFILIATE TRANSACTION AS REFERRED TO IN ARTICLE 1 NUMBER 3 OF OJK
REGULATION 42/2020 IN CONNECTION WITH THE ISSUANCE OF THE MCB TO BE
SECURED BY THE SUBSIDIARY GUARANTORS THROUGH A CORPORATE
GUARANTEE.
THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS
IMPORTANT TO BE READ AND CAREFULLY CONSIDERED BY ALL
SHAREHOLDERS OF THE COMPANY.
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION
CONTAINED IN THIS INFORMATION DISCLOSURE, YOU ARE ADVISED TO
CONSULT WITH YOUR LEGAL COUNSEL, PUBLIC ACCOUNTANT, FINANCIAL
ADVISOR, OR OTHER PROFESSIONAL ADVISORS.
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THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE
COMPANY, BOTH INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR
THE ACCURACY AND COMPLETENESS OF THE INFORMATION DISCLOSED IN
THIS INFORMATION DISCLOSURE. THE BOARD OF DIRECTORS AND THE BOARD
OF COMMISSIONERS OF THE COMPANY AFTER CONDUCTING A CAREFUL
EXAMINATION, HEREBY STATES THAT ALL MATERIAL AND RELEVANT FACTS
HAVE BEEN TRUTHFULLY DISCLOSED HEREIN, AND THAT THERE ARE NO
MATERIAL FACTS OMITTED OR UNDISCLOSED INFORMATION WHICH COULD
RENDER THIS DISCLOSURE INACCURATE AND/OR MISLEADING IN ANY
RESPECT.
THE BOARD OF DIRECTORS OF THE COMPANY PROVIDES THE INFORMATION
CONTAINED IN THIS INFORMATION DISCLOSURE IN ORDER TO FURNISH THE
SHAREHOLDERS WITH A MORE COMPLETE AND COMPREHENSIVE
UNDERSTANDING REGARDING THE ISSUANCE OF THE NEW NOTES, AS PART OF
THE COMPANY’S COMPLIANCE WITH (i) OJK REGULATION 17/2020, (ii) POJK
42/2020, DAN (iii) OJK REGULATION 31/2015.
THE NEW NOTES ARE NOT OFFERED OR SOLD IN INDONESIA, OR TO ANY
INDONESIAN CITIZENS OR INDONESIAN RESIDENTS, IN A MANNER THAT WOULD
CONSTITUTE A PUBLIC OFFERING OR PRIVATE PLACEMENT OF DEBT
SECURITIES UNDER LAW NO. 8 OF 1995 ON CAPITAL MARKETS AND ITS
IMPLEMENTING REGULATIONS (INCLUDING BUT NOT LIMITED TO OJK
REGULATION NO. 30/POJK.04/2019 ON ISSUANCE OF DEBT SECURITIES AND/OR
SUKUK THAT ARE PERFORMED WITHOUT PUBLIC OFFERING) AND THE
INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE DOES NOT
CONSTITUTE A PUBLIC OFFERING DOCUMENT NOR A SOLICITATION TO
PURCHASE ANY SECURITIES OF THE COMPANY, DIRECTLY OR INDIRECTLY, IN
ANY JURISDICTION INCLUDING INDONESIA.
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PT PAN BROTHERS Tbk
(“COMPANY”)
Business Field:
Engaged In the Garment Manufacturing Industry
Headquarter:
Jl. Siliwangi No. 178 – Desa Alam Jaya – Jatiuwung - Tangerang 15133
Telepon: (021) 5900718, 5900705; Faksimili: (021) 5900717, 5900706
www.panbrotherstbk.com
Email: corpsec@pbrx.co.id
Production Factory:
Jl. Siliwangi No. 178 – Desa Alam Jaya – Jatiuwung - Kota Tangerang
15133 – Banten
DK Butuh, RT 001/ 002, Butuh, Boyolali-Jawa Tengah
Jl. Raya Solo – Sragen KM 6-10 – Karang Anyar – Jawa Tengah
This Information Disclosure is published in Tangerang, 18 November 2025
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DEFINITION AND ABBREVIATIONS
Public Accountant : Amir Abadi Jusuf, Aryanto, Mawar & Rekan.
IDX : Indonesia Stock Exchange.
Share Registrar : PT Datindo Entrycom, the share registrar that
administers the Company’s securities.
Director : A member of the Company’s Board of Directors as of
the date of this Information Disclosure.
Subsidiary Guarant ors : Subsidiaries that will provide corporate guarantees
and/or other forms of guarantee, as applicable, for the
issuance of the New Notes and the MCB, namely: (i)
PPEB, (ii) ESGI, and (iii) PSS.
ESGI : PT Eco Smart Garment Indonesia.
New Notes 1 Indenture : The Indenture of Senior Notes due 2036 dated 7
November 2025 entered into between the Company as
issuer, Madison Pacific Limited as Trustee, and the
Subsidiary Guarantors.
New Notes 2 Indenture : The Indenture of Senior Notes due 2040 dated 7
November 2025 entered into between the Company as
issuer, Madison Pacific Limited as Trustee, and the
Subsidiary Guarantors.
PMTHMETD Information : The Information Disclosure regarding the Company’s
Disclosure plan for a Capital Increase Without Pre-emptive Rights,
issued by the Company on 9 May 2025.
Commissioner : A member of the Company’s Board of Commissioners
as of the date of this Information Disclosure.
Annual Financial Statements : The Company’s consolidated financial statements as of
31 December 2024.
MOLHR : The Minister of Law and Human Rights of the Republic
of Indonesia (as of now known as the Minister of Law
of the Republic of Indonesia), formerly known as the
Minister of Justice of the Republic of Indonesia.
New Notes 1 : Notes or debt securities issued by the Company with a
maximum value of US$50,000,000.- (fifty million United
States Dollars).
New Notes 2 : Notes or debt securities issued by the Company with a
aggregate principal amount of US$28,815,715.-
(twenty-eight million eight hundred fifteen thousand
seven hundred fifteen United States Dollars), which
may be increased by up to US$650,000.- (six hundred
fifty thousand United States Dollars), provided that (i)
the value of New Notes 1 is less than US$50,000,000.-
(fifty million United States Dollars) and (ii) the value of
the MCB is less than US$156,693,985.- (one hundred
fifty-six million six hundred ninety-three thousand nine
hundred eighty-five United States Dollars).
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OJK : The Financial Services Authority, an independent
institution established under the Law No. 21 of 2011 on
the Financial Services Authority (“OJK Law”), whose
duties and authorities include the regulation and
supervision of financial services activities in the
banking, capital market, insurance, pension fund,
financing institution, and other financial services
sectors, whereas since December 31, 2012, OJK has
been the institution that replaces and assumes the
rights and obligations to perform regulatory and
supervisory functions over financial services activities
in the capital market sector, from the Capital Market
Supervisory Agency and/or the Capital Market and
Financial Institution Supervisory Agency in accordance
with the provisions of Article 55 of the OJK Law.
Notes Settlement Option 1 : Has the same meaning as ascribed to it in paragraph
3.7 (Settlement Terms) of the Composition Plan.
Notes Settlement Option 2 Has the same meaning as ascribed to it in paragraph
3.7 (Settlement Terms) of the Composition Plan.
MCB : Mandatory Convertible Bonds issued by the Company
as part of a Capital Increase Without Pre-emptive
Rights, which will be converted into shares with a
maximum value of US$156,693,985.- (one hundred
fifty six million six hundred ninety three thousand nine
hundred eighty-five United States Dollars), as
described in the PMTHMETD Information Disclosure.
Company’s Shareholders : The shareholders of the Company whose names are
registered in the Company’s Shareholders Register
maintained by the Share Registrar.
Issuance of New Notes : The issuance of New Notes 1 and New Notes 2 by the
Company, which constitutes a Material Transaction
under OJK Regulation 17/2020, whereas the issuance
of New Notes 1 and New Notes 2 is part of the
implementation of the Composition Plan.
Issuance of MCB : The issuance of the MCB by the Company, whereas
the issuance of MCB is part of the implementation of
the Composition Plan.
Composition Plan : The Composition Plan in relation to the Suspension of
Debt Payment Obligations (Penundaan Kewajiban
Pembayaran Utang - PKPU) cases No. 149/Pdt.Sus-
PKPU/2024/PN.Niaga.Jkt.Pst and No. 150/Pdt.Sus-
PKPU/2024/PN.Niaga.Jkt.Pst, which was ratified and
homologated by the Commercial Court at the Central
Jakarta District Court on 23 December 2024 and
became final and binding on 03 January 2025.
Company : PT Pan Brothers Tbk, a publicly limited company
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incorporated and existing under the laws of the
Republic of Indonesia.
OJK Regulation 17/2020 : Financial Services Authority Regulation No.
17/POJK.04/2020 dated 20 April 2020 on Material
Transactions and Alternation of Business Activities.
OJK Regulation 42/2020 : Financial Services Authority Regulation No.
42/POJK.04/2020 dated 1 July 2020 on Affiliated
Transactions and Conflict of Interest Transactions.
OJK Regulation of HMETD : Financial Services Authority Regulation No.
32/POJK.04/2015 of 2015 dated 16 December 2015 on
Increases in Capital of Publicly-Traded Companies by
Granting Pre-emptive Rights, as amended by OJK
Regulation No. 14/POJK.04/2019 on the Amendment
to Financial Services Authority Regulation No.
32/POJK.04/2015 on Increases in Capital of Publicly-
Traded Companies by Granting Pre-emptive Rights,
and most recently amended by OJK Regulation No. 45
of 2024 on the Development and Strengthening of
Issuers and Publicly-traded Companies.
PPEB : PT Pancaprima Ekabrothers.
PSS : PT Prima Sejati Sejahtera.
Verification Process Verification process of the Senior Notes holders, which
took place from 6 October 2025 to 22 October 2025, as
notified by the Company through a notice to the Senior
Notes holders dated 6 October 2025.
Interest Reserve Account : Has the same meaning as ascribed to it in Annex 3.4
(New Notes 1 Terms) paragraph 10 of the Composition
Plan
GMS : General Meeting of Shareholders.
Transaction : Collectively refers to the Issuance of the New Notes
and the Issuance of the Mandatory Convertible Bonds.
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INTRODUCTION
The information contained in this information disclosure (“Information Disclosure”) is
provided to the Company’s Shareholders in connection with the Transaction that has been
listed on the Singapore Exchange Securities Trading Limited (SGX-ST) on 14 November
2025, which is governed by the Laws of the State of New York.
The Transaction represents one of the mechanisms for the settlement of the Company’s
debts to its creditors as required under the Composition Plan. Pursuant to OJK Regulation
17/2020, the Issuance of the New Notes is required to comply with the procedures
applicable to material transactions, namely: (i) employing an appraiser to determine the fair
value of the Transaction, (ii) publishing and submitting an information disclosure to the
public and OJK, (iii) obtaining approval from the GMS as the transaction value exceeds
25% of the Company’s total assets, and (iv) reporting the results of the implementation of
the Issuance of the New Notes (“Material Transaction Procedures”). However, under
OJK Regulation 17/2020, the Company is not required to carry out certain Material
Transaction Procedures, namely: (i) employing an appraiser to determine the fair value of
the Transaction, and (ii) obtaining approval from the GMS, due to the Transaction was
conducted as a result of a court ruling or judgment.
The Issuance of the New Notes constitutes a material transaction as referred to under OJK
Regulation 17/2020. The Issuance of the New Notes is divided into (i) New Notes 1 with a
maximum principal amount of US$50,000,000.- (fifty million United States Dollars) and (ii)
New Notes 2 in the amount of US$28,815,715.- (twenty eight million eight hundred fifteen
thousand seven hundred fifteen United States Dollars), which may be increased by a buffer
amount of up to US$650,000.- (six hundred fifty thousand United States Dollars) (“Buffer
Amount”), provided that (a) the principal amount of the New Notes 1 is less than
US$50,000,000.- (fifty million United States Dollars), and (b) the principal amount of the
MCB is less than US$156,693,985.- (one hundred fifty-six million six hundred ninety-three
thousand nine hundred eighty-five United States Dollars). The value of this transaction
exceeds 25% (twenty-five percent) of the Company’s total assets amounting to
US$257,608,595.- (two hundred fifty-seven million six hundred eight thousand five hundred
ninety-five United States Dollars) based on the Company’s Annual Financial Statements.
The Buffer Amount is allocated to the Senior Notes holders who are entitled to Settlement
Option 1 (as stipulated in the Composition Plan) but did not participate in the Verification
Process (“Unverified Senior Notes Holders of US$650,000.-”). With the addition of the
Buffer Amount, the total issuance amount of the New Notes 2 may reach a maximum
amount of US$29,465,715.- (twenty-nine million four hundred sixty-five thousand seven
hundred fifteen United States Dollars).
The Unverified Senior Notes Holders of US$650,000.- are entitled to Settlement Option 1,
consisting of New Notes 1 amounting to US$225,889.- (two hundred twenty-five thousand
eight hundred eighty-nine United States Dollars) and MCB amounting to US$424,111.-
(four hundred twenty-four thousand one hundred eleven United States Dollars). The final
issuance amount will be adjusted at a later date in accordance with the following two
scenarios:
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1. If the Unverified Senior Notes Holders of US$650,000 claim their rights to Settlement
Option 1 within the deadline notified by the Company from time to time, the issuance
amount will revert to the originally planned amounts, namely: (i) MCB amounting to
US$156,693,985.- (one hundred fifty six million six hundred ninety three thousand nine
hundred eighty five United States Dollars); (ii) New Notes 1 amounting to
US$50,000,000.- (fifty million United States Dollars); and (iii) New Notes 2 amounting to
US$28,815,715.- (twenty-eight million eight hundred fifteen thousand seven hundred
fifteen United States Dollars);
2. If the Unverified Senior Notes Holders of US$650,000 do not claim their rights to
Settlement Option 1 within the deadline notified by the Company from time to time, then
(i) the MCB amount will be reduced to US$156,269,874.- (one hundred fifty six million
two hundred sixty-nine thousand eight hundred seventy ffour United States Dollars); (ii)
the New Notes 1 amount will be reduced to US$49,774,111.- (forty-nine million seven
hundred seventy-four thousand one hundred eleven United States Dollars); and (iii) the
New Notes 2 to be issued amount to US$29,465,715.- (twenty-nine million four hundred
sixty-five thousand seven hundred fifteen United States Dollars).
Furthermore, the issuance of the MCB constitutes a Capital Increase Without Pre-emptive
Rights as referred to in the OJK Regulation on HMETD and qualifies as a material
transaction under OJK Regulation 17/2020. However, pursuant to Article 33 of OJK
Regulation 17/2020, if a transaction also constitutes a capital increase, the Company is
only required to comply with the provisions of the OJK Regulation on HMETD.
In addition, the Transaction also qualifies as an affiliate transaction as referred to in OJK
Regulation 42/2020, as the Transaction is secured by corporate guarantees provided by
the Subsidiary Guarantors. Nevertheless, based on Article 24 paragraph (1) of OJK
Regulation 42/2020 in conjunction with Article 33 letter (a) of OJK Regulation 17/2020,
since the value of this affiliate transaction meets the threshold of a material transaction as
referred to in OJK Regulation 17/2020 and no conflict of interest exists, the Company is
only required to comply with the provisions of OJK Regulation 17/2020.
Therefore, based on the foregoing and in accordance with the prevailing laws and
regulations, particularly OJK Regulation 17/2020, the Board of Directors of the Company is
hereby required only to announce this Information Disclosure to fulfill the Company’s
disclosure obligations in respect of the Transaction, with the purpose of providing the
Company’s Shareholders with a more complete and transparent explanation regarding the
Transaction.
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DESCRIPTION OF THE TRANSACTION
1. Brief Description of the Issuance of the Transaction
A. The following is a summary of the issuance of New Notes 1:
1. Issuer of New Notes 1 : The Company.
2. Principal Amount of New : Maximum of US$50,000,000 (fifty million
Notes 1 United States Dollars).
3. Guarantors : The Subsidiary Guarantors.
4. Trustee : Madison Pacific Trust Limited.
5. Maturity Date of New Notes : 11 years from the date of issuance of the New
1 Notes 1, as agreed under the New Notes 1
Indenture.
6. Interest Rate : a. For year 1 through year 5, the cash
interest rate is 1,0% per annum, payable
semi-annually.
b. For Year 6 until the earlier of Maturity
Date of New Notes 1 or full payment or
settlement of the outstanding New Notes
1, interest rate shall be at 2.0% per
annum payable semi-annually.
7. Security : a. The Company is required to maintain a
cash deposit in the Interest Reserve
Account equal to one semi-annual
interest payment under New Notes 1.
b. New Notes 1 shall be secured with the
Interest Reserve Account. No other
security shall be granted to secure the
New Notes 1 other thanthe security over
the Interest Reserve Account described
above.
8. Redemption and/or : a. The Company may redeem, in whole or
Reduction of New Notes 1 in part, the outstanding amounts of New
Notes 1 at any time between the
transaction issuance date and the
Maturity Date of New Notes 1 using
available funds from New Financing, in
accordance with Paragraph 3.12 (New
Financing) of the Composition Plan.
b. The Company may also reduce, in whole
or in part, the outstanding principal
amounts of New Notes 1 between the
transaction issuance date and the
Maturity Date of New Notes 1 using
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Excess Cash pursuant to paragraph 3.11
(Excess Cash and Reverse Dutch
Auction (RDA)) of the Composition Plan.
c. The Company or any of its subsidiaries
or affiliates may, at any time and from
time to time, purchase the New Notes 1
in the open market or otherwise, at any
price.
9. Governing Law : Laws of the State of New York.
B. The following is a summary of the issuance of New Notes 2:
1. Issuer of New Notes 2 : The Company.
2. Principal Amount of New : Maximum of US$29,465,715.- (twenty-nine
Notes 2 million four hundred sixty five thousand seven
hundred fifteen United States Dollars), with
the calculation of (i) the amount of New Notes
1 is less than US$50,000,000.- (fifty million
United States Dollars) and (ii) the amount of
the MCB is less than US$156,693,985.- (one
hundred fifty-six million, six hundred ninety-
three thousand, nine hundred eighty-five
United States dollars).
3. Guarantors : The Subsidiary Guarantors.
4. Trustee : Madison Pacific Trust Limited.
5. Maturity Date of New Notes : 15 years from the date of issuance of New
2 Notes 2, as agreed under the New Notes 2
Indenture.
6. Interest Rate : 1.0% p.a. for Year 1 to Year 10, such interest
shall accrue as Payment In Kind interest. The
accrued Payment In Kind interest shall be
payable on the Maturity Date of New Notes 2.
For Year 11 until the earlier of Maturity Date of
New Notes 2 or full payment or settlement of
the outstanding New Notes 2, interest at 1.0%
p.a. shall be in the form of cash interest,
payable semi-annually.
7. Security : Unsecured.
8. Redemption and/or : a. The Company may redeem, in whole or
Reduction of New Notes 2 in part, the outstanding amounts of the
New Notes 2 at any time between the
New Notes 2 issuance date and Maturity
Date of New Notes 2 using available
funds from New Funding pursuant to
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paragraph 3.12 (New Funding) of this
Composition Plan.
b. The Company may reduce, in whole or in
part, the outstanding principal amounts of
the New Notes 2 between the New Notes
2 issuance date and Maturity Date of
New Notes 2 using Excess Cash
pursuant to paragraph 3.11 (Excess
Cash and Reverse Dutch Auction (RDA))
of this Composition Plan.
c. The Company or any of its subsidiaries
or affiliates may at any time and from
time to time purchase the New Notes 2 at
any price in the open market or
otherwise.
9. Governing Law : Laws of the State of New York.
C. The following is a summary of the issuance of the MCB:
1. Issuer of MCB : The Company.
2. Guarantors : The Subsidiary Guarantors.
3. Trustee : Madison Pacific Trust Limited.
4. Nominal Value of MCB : Maximum of US$156,693,985 (one hundred
fifty-six million six hundred ninety-three
thousand nine hundred eighty-five United
States Dollars).
5. Maturity Date of MCB : 5 years from the issuance date of the MCB.
6. Security : Unsecured.
7. Governing Law : Laws of the State of New York.
2. Analysis of The Impact of The Transaction on The Company’s Financial Condition
The Transaction is expected to improve the Company’s financial structure, particularly
with respect to the settlement of the Company’s debts to its creditors under the
Composition Plan, thereby strengthening the Company’s marketing performance and
enhancing its capability to pursue additional and strategic business opportunities that
will support the Company’s future performance and growth. The Company intends to
increase its market share and diversify its product offerings to both existing and new
customers. To further strengthen performance, the Company will focus on the
development of value-added product orders. The continuous implementation of
automation and digitalization is also expected to improve both efficiency and product
quality.
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Following the implementation of the Transaction, the management’s analysis and
discussion regarding the Company’s financial condition as of 31 December 2024 and
post-Transaction can be illustrated as follows based on the assumed amount of the
MCB of US$156,693,985 (one hundred fifty six million six hundred ninety three
thousand nine hundred eighty five United States Dollars):
31 December 2024 Before
After Issuance of New
Issuance of New Notes
Description Notes and MCB
and MCB
(in USD)
(in USD)
Issued and Fully Paid-up
55,233,458 55,233,458
Capital
Additional Paid-in Capital 147,915,760 147,915,760
MCB 156,693,985
Retained Earnings
Appropriated 1,814,636 1,814,636
Unappropriated (307,366,055) (307,366,055)
Other Comprehensive
(1,245,598) (1,245,598)
Income
Non-controlling Interests (17,438,950) (17,438,950)
Total Equity (Capital
(121,086,749) 35,607,236
Deficiency)
3. Parties Involved In The Transaction
The following provides a summary of the parties involved in the Transaction:
A. The Company
(i) Brief History
The Company was established pursuant to Deed of Establishment No. 96 dated
21 August 1980, made before Misahardi Wilamarta, S.H., Notary in Jakarta, and
was approved by the Minister of Justice of the Republic of Indonesia under
Decree No. YA/5/500/II dated 30 October 1980, and subsequently announced in
the State Gazette No. 59.
The Company’s Articles of Association have been amended several times, with
the latest amendment being contained in Deed of Statement of Resolutions of
the Annual General Meeting of Shareholders No. 55 dated 22 June 2023, made
before Fathiah Helmi, S.H., Notary in Jakarta, which has been (i) approved by
the MOLHR under Decree No. AHU-0042456.AH.01.02.Tahun 2023 dated 25
July 2023, and (ii) duly notified to and acknowledged by the Minister under
Receipt of Notification of Amendment to the Articles of Association No. AHU-
AH.01.03-0095777 dated 20 July 2023 (“Articles of Association of the
Company”).
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(ii) Purpose, Objectives, and Business Activities
Purpose and objective of the Company, pursuant to Article 3 of the Company’s
Articles of Association, is engaged in the garment manufacturing industry, as
well as the trade of its products, importation of machinery and equipment,
transportation and agency or representation, and management and leasing of
office buildings, amusement parks, or bonded zones.
(iii) Capital Structure and Shareholding Composition
The shareholding structure of the Company as recorded in the Shareholders
Register issued by PT Datindo Entrycom (as the Company’s Share Registrar) as
of 31 October 2025 is as follows:
Nominal Value Rp25,- per share
Shareholders Name Number of Shares %
Number of Shares
(Rp)
Authorized Capital 80,000,000,000 2,000,000,000,000 -
Issued and Fully Paid-
21,482,028,246 537,050,706,150 -
up Capital
Shareholders
1. PT Trisetijo
6,712,915,282 167,822,882,050 31.25%
Manunggal Utama
2. UBS AG Singapore
S/A Burlingham 3,866,456,000 96,661,400,000 18%
International Ltd.-
3. Public* 10,902,656,964 272,566,424,100 50.75%
Total Issued and Fully
21,482,028,246 537,050,706,150 -
Paid-up Capital
Shares in Portfolio 58,517,971,754 1,462,949,293,850 -
*Public with less than 5% ownership
(iv) Management and Supervision
Based on Deed of Statement of Resolutions of the Annual General Meeting of
Shareholders No. 45 dated 19 June 2025, made before Fathiah Helmi, S.H.,
Notary in Jakarta, which has been duly notified to and acknowledged by the
Minister of Law and Human Rights of the Republic of Indonesia under Receipt of
Notification of Change of Company Data No. AHU-AH.01.09-0312549, the
composition of the Board of Directors and Board of Commissioners of the
Company is as follows:
Board of Directors
President Director : Ludijanto Setijo
Vice President Director : Anne Patricia Sutanto
Director : Fitri Ratnasari Hartono
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Director : Jean Pierre Seveke
Board of Commissioners
President Commissioner /
Independent : Benny Soetrisno
Commissioner
Vice President
Commissioner /
: Supandi Widi Siswanto
Independent
Commissioner
Independent : Edi Prio Pambudi
Commissioner
B. PPEB (Subsidiary Guarantor)
(i) Brief History
PPEB was established under the laws of the Republic of Indonesia pursuant to
Deed of Establishment No. 237 dated 16 December 1988, made before
Misahardi Wilamarta, S.H., Notary in Jakarta, and approved by the Minister of
Justice of the Republic of Indonesia under Decree No. 02-7782.HT.01.01-TH.89
dated 22 August 1989, as registered with the Registrar’s Office of the North
Jakarta District Court under No. 185/Leg/1991 dated 2 July 1991.
The Articles of Association of PPEB have been amended several times, with the
latest amendment contained in Deed of Statement of Resolutions of the
Extraordinary General Meeting of Shareholders No. 86 dated 26 April 2019,
made before H. Bambang Suwondo, S.H., Sp.N., M.H., Notary in Tangerang
City, which has been (i) approved by the Minister of Law and Human Rights
under Decree No. AHU-0024655.AH.01.02.Tahun 2019 dated 9 May 2019, and
(ii) duly notified and acknowledged under Receipt of Notification of Change of
Company Data No. AHU-AH.01.03-0237033 dated 9 May 2019 (“Articles of
Association of PPEB”).
(ii) Purpose and Objectives
Purpose and objectives of PPEB pursuant to Article 3 of its Articles of
Association, is engaged in the garment manufacturing industry (confection) from
textiles, as well as the production of apparel accessories, household textile
goods, and other textile-related industries, including textile wholesale trade and
garment wholesale trade.
(iii) Capital Structure and Shareholding Composition
The capital structure and shareholder composition as of the date of this
Information Disclosure are as follows:
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Nominal Value Rp1,000.- per share
Shareholders Name Total Nominal %
Number of Shares
(Rp)
Authorized Capital 750,000,000 750,000,000,000 -
Issued and Fully Paid-
350,505,000 350,505,000,000 -
up Capital
Shareholders
1. The Company 350,189,545 350,189,545,000 99.9%
2. LHL Investments Ltd. 315,455 315,455,000 0.1%
Total Issued and Fully
350,505,000 350,505,000,000 -
Paid-up Capital
Shares in Portfolio 399,495,000 399,495,000,000 -
(iv) Management and Supervision
Based on Deed of Statement of Resolutions of the Extraordinary General
Meeting of Shareholders No. 05 dated 14 July 2025, made before Sulpi, S.H.,
M.Kn., Notary in Tangerang Regency, which has been duly notified and
acknowledged by the Minister of Law and Human Rights of the Republic of
Indonesia under Receipt of Notification of Change of Company Data No. AHU-
AH.01.09-0311788 dated 16 July 2025, the composition of the Board of
Directors and Board of Commissioners of PPEB is as follows:
Board of Directors
President Director : Anne Patricia Sutanto
Vice President Director : Ludijanto Setijo
Director : Fitri Ratnasari Hartono
Board of Commissioners
Commissioner : Prasasto Sudyatmiko
C. ESGI (Subsidiary Guarantor)
(i) Brief History
ESGI was established under the laws of the Republic of Indonesia pursuant to
Deed of Establishment No. 42 dated 28 August 2013, made before Desman,
S.H., M.Hum., Notary in North Jakarta, and was approved by the Minister of Law
and Human Rights under Decree No. AHU-50975.AH.01.01.Tahun 2013 dated 4
October 2013.
The Articles of Association of ESGI have been amended several times, with the
latest amendment contained in Deed of Statement of Resolutions of the
Shareholders No. 01 dated June 13th, 2014, made before Elly Roida, S.H.,
M.Kn., Notary in Tangerang Regency, which was duly notified to and
acknowledged by the Minister of Law and Human Rights under Receipt of
15
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Notification of Amendment to the Articles of Association No. AHU-
04211.40.21.2014 dated 12 July 2014 (“Articles of Association of ESGI”).
(ii) Purpose and Objectives
Purpose and objectives of ESGI pursuant to Article 3 of its Articles of
Association, is engaged in the manufacturing of garments (confection) from
textiles.
(iii) Capital Structure and Shareholding Composition
The capital structure and shareholder composition as of the date of this
Information Disclosure are as follows:
Nominal Value Rp1,000.- per share
Shareholders Name Total Nominal %
Number of Shares
(Rp)
Authorized Capital 480,000,000 480,000,000,000 -
Issued and Fully Paid-
300,000,000 300,000,000,000 -
up Capital
Shareholders
1. The Company 255,000,000 255,000,000,000 85%
2. Mitsubishi
45,000,000 45,000,000,000 15%
Corporation.
Total Issued and Fully
300,000,000 300,000,000,000 -
Paid-up Capital
Shares in Portfolio 180,000,000 180,000,000,000 -
(iv) Management and Supervision
Based on (i) Deed of Statement of Shareholders’ Resolutions No. 03 dated 18
August 2023, made before Sulpi, S.H., M.Kn., Notary in Tangerang Regency,
duly notified and acknowledged by the MOLHR under Receipt of Notification of
Change of Company Data No. AHU-AH.01.09-0163900 dated 8 September
2023; and (ii) Deed of Statement of Shareholders’ Resolutions No. 02 dated 9
May 2025, made before Sulpi, S.H., M.Kn., Notary in Tangerang Regency, duly
notified and acknowledged by the Minister of Law of the Republic of Indonesia
under Receipt of Notification of Change of Company Data No. AHU-AH.01.09-
0249065 dated 20 May 2025, the composition of the Board of Directors and
Board of Commissioners of ESGI is as follows:
Board of Directors
President Director : Ludijanto Setijo
Director : Anne Patricia Sutanto
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Board of Commissioners
President Commissioner : Fitri Ratnasari Hartono
Commissioner : Kazunari Ide
D. PSS (Subsidiary Guarantor)
(i) Brief History
was established under the laws of the Republic of Indonesia pursuant to Deed
of Establishment No. 43 dated 10 May 2013, made before Desman, S.H.,
M.Hum., M.M., Notary in North Jakarta, and was approved by the MOLHR under
Decree No. AHU-30377.AH.01.01.Tahun 2013 dated 5 June 2013.
The Articles of Association of PSS have been amended several times, with the
latest amendment contained in Deed of Resolutions of the Extraordinary
General Meeting of Shareholders No. 01 dated 10 January 2023, made before
Sulpi, S.H., M.Kn., Notary in Tangerang Regency, which was duly notified to and
acknowledged by the MOLHR under (i) Receipt of Notification of Amendment to
the Articles of Association No. AHU-AH.01.03-0038352 dated 10 February 2023,
and (ii) Receipt of Notification of Change of Company Data No. AHU-AH.01.09-
0083256 dated 30 January 2023 (“Articles of Association of PSS”).
(ii) Purpose and Objectives
Purpose and objectives of PSS pursuant to Article 3 of its Articles of Association,
is engaged in trading, construction, real estate, industrial, printing, agricultural,
mechanical workshop, services, and transportation activities.
(iii) Capital Structure and Shareholding Composition
The capital structure and shareholder composition as of the date of this
Information Disclosure are as follows:
Nominal Value Rp1,000.- per share
Shareholders Name Total Nominal %
Number of Shares
(Rp)
Authorized Capital 120,000,000 120,000,000,000 -
Issued and Fully
30,000,000 30,000,000,000 -
Paid-up Capital
Shareholders
1. The Company 29,700,000 29,700,000,000 99%
2. PPEB 300,000 300,000,000 1%
Total Issued and
Fully Paid-up 30,000,000 30,000,000,000 -
Capital
Shares in Portfolio 90,000,000 90,000,000,000 -
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(iv) Management and Supervision
Based on Deed of Statement of Resolutions of the Extraordinary General
Meeting of Shareholders No. 01 dated 10 January 2023, made before Sulpi,
S.H., M.Kn., Notary in Tangerang Regency, which has been duly notified and
acknowledged by the MOLHR under (i) Receipt of Notification of Change of
Company Data No. AHU-AH.01.09-0083256 dated 30 January 2023 and (ii)
Receipt of Notification of Amendment to the Articles of Association No. AHU-
AH.01.03-0038352 dated 10 February 2023, the composition of the Board of
Directors and Board of Commissioners of PSS is as follows:
Board of Directors
Director : Ludijanto Setijo
Board of Commissioners
Commissioner : Anne Patricia Sutanto
3. Holders of New Notes 1, New Notes 2, and MCB
I. MCB Holders
1. Bilateral Non-Active Facility Creditors, with a maximum total value of
US$31,047,310,-:
a. SC Lowy Primary Investments (HK) Limited;
b. SC Lowy Primary Investment A (SG);
c. Smart Time Enterprise Ltd;
d. Strait Merchants Pte Ltd.
2. Syndicated Facility Creditors, with a maximum total value of US$33,384,390,-:
a. SC Lowy Primary Investments Ltd;
b. SC Lowy Financial (HK) Ltd.
3. Senior Notes Holders who have voted for Notes Settlement Option 1, with a
maximum total value of US$92.262.285,-.
II. New Notes 1 Holders
Senior Notes Holders who have voted for Notes Settlement Option 1, with a
maximum total value of US$50.000.000,-.
III. New Notes 2 Holders
Senior Notes Holders who have voted for Notes Settlement Option 2, Senior
Notes Holders who did not elect any settlement option (as defined in the
Composition Plan Agreement), and Senior Notes Holders who have voted for
Notes Settlement Option 1 and opted to convert the Shortfall from Notes
Settlement Option 1 into New Notes 2. The total maximum value of New Notes 2
is US$29,465,715.- with the calculation based on the originally planned value of
US$28,815,715.-, which may be increased by a Buffer Amount of up to
US$650,000.- if (i) the value of New Notes 1 is less than US$50,000,000, and (ii)
the value of the MCB is less than US$156,693,985.-.
18
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SUMMARY FROM APPRAISER
As stipulated in Article 11 of OJK Regulation 17/2020, the Company as a public company is
not required to engage an independent appraiser or obtain approval from the GMS in
connection with the implementation of a transaction conducted as a result of a court ruling
or judgment.
STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF
THE COMPANY
1. This Information Disclosure has been prepared completely and in compliance with the
requirements set forth in OJK Regulation 17/2020.
2. The Transaction constitute both a material transaction as referred to in OJK Regulation
17/2020 and an affiliate transaction, but does not involve any conflict of interest as
contemplated under OJK Regulation 42/2020.
3. The statements contained in this Information Disclosure do not include any untrue or
misleading statements and contain all material information and facts necessary for
investors to make an informed decision in relation to the Transaction.
ADDITIONAL INFORMATION
For any further information regarding the issuance of the New Notes and the MCB, the
Company’s Shareholders may contact the Corporate Secretary during the Company’s
regular business days and hours at the following address:
PT PAN BROTHERS Tbk
Jl. Siliwangi No. 178 – Desa Alam Jaya – Jatiuwung - Kota Tangerang 15133
Phone: (021) 5900718, 5900705;
Fax: (021) 5900717, 5900706
email: corpsec@pbrx.co.id
www.panbrotherstbk.com
19
Names mentioned 37 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×6
unresolved
org
Mawar & Rekan
p.4
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
PT Datindo Entrycom
p.4 ×2
unresolved
org
PT Eco Smart Garment Indonesia. New Notes
p.4
unresolved
org
Madison Pacific Limited
p.4 ×2
unresolved
org
Minister of Law and Human Rights
p.4 ×6
unresolved
org
Minister of Law
p.4 ×2
unresolved
org
Minister of Justice
p.4 ×3
unresolved
org
Central Jakarta District Court
p.5
unresolved
org
PT Pancaprima Ekabrothers. PSS
p.6
unresolved
org
PT Prima Sejati Sejahtera. Verification Process
p.6
unresolved
org
Singapore Exchange Securities Trading Limited
p.7
unresolved
org
Madison Pacific Trust Limited
p.9 ×3
unresolved
person
Misahardi Wilamarta
· Notaris
p.12 ×3
unresolved
person
Fathiah Helmi
· Notaris
p.12 ×3
unresolved
org
North Jakarta District Court
p.14
unresolved
person
H. Bambang Suwondo
· Notaris
p.14 ×2
unresolved
org
LHL Investments Ltd.
p.15
unresolved
person
Sulpi
· Notaris
p.15 ×9
unresolved
person
Desman
· Notaris
p.15 ×3
unresolved
person
Elly Roida
· Notaris
p.15
unresolved
org
Smart Time Enterprise Ltd
p.18
unresolved
org
Strait Merchants Pte Ltd.
p.18
unresolved
org
SC Lowy Primary Investments Ltd
p.18
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