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20251111_MITI_Penambahan Modal Tanpa HMETD_31984430_lamp1.pdf
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INFORMATION RELATING TO THE IMPLEMENTATION OF THE PLAN OF CAPITAL INCREASE WITHOUT
PRE-EMPTIVE RIGHT (“NPR” OR “PRIVATE PLACEMENT”)
The Company hereby refer to :
1. Regulation of the Financial Service Authority (“FSA” or “OJK”) No. 14/POJK.04/2019 regarding
the Amendment of the FSA Regulation No, 32/POJK.04/2015 concerning the Addition of Capital
the Public Listed Company with the Pre-Emptive Right ("POJK 14/2019");
2. Amendment to Regulation of the Indonesian Stock Exchange ("IDX") No. I-A regarding the
Listing of Shares and Equity Securities Other Than Shares Issued by Listed Company, as
stating on the Annex of the Decree of the Board of Directors of the Indonesian Stock Exchange
No. Kep-00101/BEI/12-2021, dated December 21, 2021 (“the IDX Rule No.I-A”), and;
3. Resolution of the Extraordinary Meeting of the Shareholders (EGMS) of the Company held on
June 5, 2025 as stated on the Notary Deed Number 14 dated June 5, 2025, made before the
Notary Ashoya Ratam S.H., M.Kn., Notary in the City Administration of the South of Jakarta.
The Numbers of the Share Issuance
Referring to the EGMS Resolution dated June 5, 2025 with the quorum requirement pursuant to the
meeting of the independent shareholder’s, the independent shareholders has approved the plan of the
capital increase of the Company without the Pre-Emptive Right (“NPR” or “the Private Placement”) for
the issuance of the new shares through the NPR at the maximum 10% of the outstanding shares of the
Company pursuant to the provision of the article 3 letter (b) of POJK 14/2029 or at maximum of
354,073,550 (three hundred fifty-four million seventy-three thousand five hundred fifty) of the new series
B shares having a nominal value of Rp50 (fifty Rupiah) per share.
All proceeds received from the PMTHMETD will be used for the development of the Company's and its
group's business in the mining strategic silica minerals, either in the form of capital expenditures and/or
asset purchases and/or additional share capital deposits and/or share purchases and/or share
participation, including the development of upstream concession to the down-stream business on the
strategic silica minerals and/or providing loans to subsidiaries and their subsidiaries related to the
development of silica businesses.
The Company further announce of the implementation of the NPR by issuing 209.791.100 of the new
shares of series B which represent 5.93 % of the total issued and paid up shares of the Company (the
“New Shares”), which resulted a dilution of 5.59%. The New Shares are subscribed by the following
investors and/or shareholders:
No Name of Investor/ Shareholders Remark
1 PT Samala Serasi Utama Non-affiliated party
2 PT Sumber Sari Rejeki Non-affiliated party
3 Rian Septrianto Maulana Non-affiliated party
Affiliated – SBH indirect share holder of PT
Prime Asia Capital (Company Ultimate
4 PT Sentra Baruna Hijau (SBH) Shareholder)
5 Darryl Justin Tjoajadi Non-affiliated party
6 Andreas Tjahjadi Affiliated Party – Director
Affiliated Party – Family relation with
7 Ny. Hediani Tanubrata commissioner
8 Mohamad Indra Permana Affiliated Party – Commissioner
9 Ignatius Edy Suhardaya Affiliated Party – Director
Affiliated Party - Family relation with
10 Theresia Dewi Anggraini Director
11 Ir. Bambang Ediyanto Affiliated Party – Director
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Affiliated Party – Director of PT Karya Abdi 12 Muzaki Luhur (Subsidiary) Nature of Affiliation The NPR implementation under Article 3, letter b, of POJK 14/2019 that conducted by the affiliated parties as described on the above table constitutes an affiliated transaction as defined under POJK No. 42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions (“POJK 42/2020”). However, according to Article 44B of POJK 14/2019, for the implementation of the capital increase based on Article 3, letter b of POJK 14/2029, the Company is exempted from complying with the provisions of POJK 42/2020. Explanation, Consideration, and Rationale for the Capital Increase by Some Investor Who Is an Affiliated Party. According to the Amendment and/or Additional Information on the Disclosure Information to the Shareholders in relation to the Capital Increase through the Non Pre-emptive Right dated June 3, 2025, the Company intends to obtain all subsidiaries IUP Production permits by the end of the first semester of 2026 as well as the trial production by the end of the second semester of 2026. To correspond with the Company’s and subsidiaries business plan, the Company requires immediate funds from the NPR proceeds. The affiliate party whose subscribe the capital increase of the company with a due consideration that their commitment will enable the Company to immediately obtain the proceeds from the NPR, allowing the Company to accelerate the business plans in accordance with the intended use of proceed. The Exercise Price and the Total Proceeds The Board of Directors of the Company has decided that the exercise price of the New Shares is Rp.286 per share or a total sum proceeds of Rp. 60,000,254,600 (sixty billion two hundred fifty-four thousand six hundred Indonesian Rupiah). The Exercise Price of the New Shares is determined in accordance with the provisions of V.1.3 Appendix II Decree of the Board of Directors of the Indonesia Stock Exchange Number Kep- 00101/BEI/12-2021 on the Amendment of the IDX Rule Number I-A, which states that the exercise price must be at least 90% of the average closing price for the 25 (twenty-five) consecutive trading days prior to the application for listing. The NPR Implementation Schedule: Announcement of the PMTHMETD Implementation : 10 November 2025 Capital Deposit : 13 November 2025 Issuance and distribution of the New Shares : 14 November 2025 Listing of New Shares on the Indonesia Stock Exchange : 17 November 2025 Announcement of the NPR implementation results : 19 November 2025
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The Capital Increase After NPR
Sebelum PMTHMETD/Before NPR Setelah PMTHMETD/After NPR
Nama Pemegang Saham/ Nilai Nominal/ Jumlah Modal di Jumlah Modal di
Shareholders Nominal Value Jumlah Saham/ Jumlah Saham/
Setor/ Total Paid Up % Setor/ Total Paid Up %
Nos of Share Nos of Share
Capital Capital
1. PT Prime Asia Capital 50 1.693.367.137 84.668.356.850 47,83% 1.693.367.137 84.668.356.850 45,15%
2. PT Inti Bina Utama 50 1.129.824.572 56.491.228.600 31,91% 1.129.824.572 56.491.228.600 30,12%
3. Andreas Tjahjadi 50 195.036.416 9.751.820.800 5,50% 195.036.416 9.751.820.800 5,21%
4. Masyarakat (dibawah 5%)
- Saham Seri A 500 120.000.000 60.000.000.000 3,39% 120.000.000 60.000.000.000 3,20%
- Saham Seri B 50 402.507.378 20.125.368.900 11,37% 402.507.378 20.125.368.900 10,73%
5. PMTHMETD* 50 - - - 209.791.100 10.489.555.000 5,59%
Jumlah Modal Ditempatkan
3.540.735.503 231.036.775.150 100,00% 3.750.526.603 241.526.330.150 100,00%
dan Disetor Penuh
Statement Of Financial Position
( Expressed in Rupiah )
Before PMTHMETD
PMTHMETD After PMTHMETD
As of 31 December 2024
Cash and cash equivalents 129.429.705.345 60.000.254.600 189.429.959.945
Total Other Assets 364.357.361.792 0 364.357.361.792
Total Assets 493.787.067.137 60.000.254.600 553.787.321.737
Total Liabilities 59.109.449.846 0 59.109.449.846
Total Equity 434.677.617.291 60.000.254.600 494.677.871.891
Total Liabilities and Equity 493.787.067.137 60.000.254.600 553.787.321.737
Jakarta, 10 November 2025
PT Mitra Investindo Tbk
The Board of Director
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Notary Ashoya Ratam S.H.
p.1
unresolved
org
PT Samala Serasi Utama
p.1
unresolved
org
PT Sumber Sari Rejeki
p.1
unresolved
org
PT Sentra Baruna Hijau
p.1
unresolved
person
Hediani Tanubrata
p.1
unresolved
org
PT Karya Abdi
p.2
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
—
Setor/ Total Paid Up
p.3
unresolved
—
Cash and cash equivalents
p.3
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