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20250605_MFIN_Tanggapan atas Permintaan Penjelasan Bursa_31892673_lamp3.pdf
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REQUEST FOR EXPLANATION
PT MANDALA MULTIFINANCE TBK
Request for Explanation to be Published (Publish with Form E023)
1. In response to explanation request number 2, it was stated that the Company refers to the Financial
Services Authority Regulation Number 29 of 2023 concerning the Buyback of Shares Issued by Public
Companies (POJK 29/2023) in determining the buyback price at a fair value. The Company refers to
Article 12 of POJK 29/2023 in determining the buyback price for shares repurchased outside the Stock
Exchange. In this regard, please provide further explanation as follows:
a. Will the share buyback to be conducted by MFIN be carried out outside the Stock Exchange?
Answer:
The share buyback will be conducted on the Indonesia Stock Exchange IDX through the
Negotiation Market.
b. In the event that MFIN intends to conduct the share buyback through the Stock Exchange, please
clarify the compliance of the buyback price determination with the applicable regulations.
Answer:
As we have explained in point a above, the share buyback will be conducted on the IDX through
the Negotiation Market. Regarding the buyback price and its explanation, it is as outlined in the
Merger Plan Summary Announcement on 30 April 2025.
2. Based on the response to clarification request number 1, it was stated that the Company has submitted
letters requesting approval to each relevant third party and creditor whose consent is required by MFIN
to carry out the Merger, and that the process is currently still under discussion with the respective third
parties and creditors in order to obtain the necessary approvals for the Merger. In this regard, please
provide clarification on the following:
a. The current status of obtaining approvals from third parties and creditors for the proposed merger
of ADMF and MFIN.
Answer:
MFIN has sent a request letter for approval to each of its relevant creditors and cooperation partners
whose approval must be obtained by MFIN to carry out the merger. As of the date this explanation
is provided, MFIN has obtained approval from the majority of its creditors. MFIN has obtained
approval from all its relevant cooperation partners whose approval is required for the merger,
except for PT Pos Indonesia, which is currently in discussion. Approval from PT Pos Indonesia and
other relevant creditors, whose approval must be obtained by MFIN for the merger, is expected to
be obtained by around 20 June 2025 (before the estimated date of issuance of the effective
statement for the merger from the OJK Capital Market, merger approval from the OJK IKNB, and
Principle Approval from the IDX).
b.
merger of ADMF and MFIN.
Answer:
In connection with the approval from the holders of Sukuk Mudharabah I Phase II Year 2022 and
Sukuk Mudharabah I Phase III Year 2022 issued by MFIN, MFIN together with PT Bank Rakyat
Indonesia (Persero) Tbk as the Trustee are preparing the General Meeting of Sukuk Mudharabah
Holders ("RUPSu") and have made the RUPSu announcement on 22 May 2025. The RUPSu will
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be held on 19 June 2025, to obtain the approval of sukuk holders for the merger plan between
ADMF and MFIN.
c. Are there any obstacles in obtaining approvals from the aforementioned third parties or creditors?
If so, please provide details of any challenges encountered.
Answer:
There are no obstacles in obtaining approval from the relevant creditors and cooperation partners
of MFIN whose approval must be obtained by MFIN to carry out the merger. However, for some
relevant creditors and cooperation partners of MFIN whose approval must be obtained for the
merger, the process is still ongoing due to internal procedures within each creditor and cooperation
partner that need to be completed to provide approval.
Furthermore, the Exchange requests the Company to provide regular updates and follow-up
information regarding the status of approval requests submitted to third parties, creditors, and
sukuk holders in relation to the proposed merger between ADMF and MFIN.
Answer:
MFIN will provide updates and follow-up on the request for approval from MFIN's creditors, sukuk
holders, and cooperation partners related to the merger plan between ADMF and MFIN. As explained
above, approval from other relevant creditors, sukuk holders, and PT Pos Indonesia is expected to be
obtained by around 20 June 2025 (before the estimated date of issuance of the effective statement for
the merger from the OJK Capital Market, merger approval from the OJK IKNB, and Principle Approval
from the IDX).
3. The Exchange requests the Company to ensure that approvals from all third parties, creditors, and
bond/sukuk holders are obtained prior to securing the Principle Approval from the Exchange.
Answer:
As explained above, approval from other relevant creditors, sukuk holders, and PT Pos Indonesia is
expected to be obtained by around 20 June 2025 (before the estimated date of issuance of the effective
statement for the merger from the OJK Capital Market, merger approval from the OJK IKNB, and
Principle Approval from the IDX).
4. Any information, material facts, or other significant events that may affect business continuity and
Answer:
As of the date this response to the IDX inquiry, MFIN does not have any information, material facts, or
other significant events that are material and could affect the business continuity or influence the stock
price of MFIN.
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Financial Services Authority
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Indonesia Stock Exchange
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