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20250521_MFIN_Tanggapan atas Permintaan Penjelasan Bursa_31888115_lamp3.pdf
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REQUEST FOR EXPLANATION
PT MANDALA MULTIFINANCE TBK
1. Based on the information in the summary of the merger plan between PT Adira Dinamika Multi
Finance Tbk (ADMF) and PT Mandala Multifinance Tbk (MFIN) published on April 30, 2025, ADMF
and MFIN, MFIN is obliged to fulfill its obligations to third parties under agreements and to creditors,
particularly to holders of debt securities or sukuk issued prior to the effective date of the merger.
Accordingly, the Company is requested to provide:
a. Information regarding agreements or contracts between MFIN and third parties that require
consent for the assignment of all rights and obligations of MFIN to ADMF, by completing the
following table:
Scope of Contract
No. Counterparty Contract Value
Agreement Period
1.
2.
etc
Responses:
MFIN has sent a letter of request for approval to each related third party whose approval is
required by MFIN to carry out the Merger. MFIN is currently in the process of discussing with
the related third parties to obtain approval for the Merger and detailed information will be
provided after MFIN obtains approval from all related third parties, with the target of obtaining
approval from the related parties no later than June 20, 2025 (before the estimated date of
issuance of the effective statement of Merger registration from OJK (Capital Market) and
Merger approval from OJK (IKNB)).
b. Steps that MFIN will take to obtain third-party consent for the merger plan in relation to
contracts entered into by MFIN.
Response:
MFIN has sent a letter of request for approval to each related third party whose approval MFIN
must obtain in order to carry out the Merger. MFIN is currently still in the process of discussing
with the related third parties to obtain approval regarding the Merger.
c. Timeline for MFIN to obtain third-party consent under contracts entered into by MFIN for the
proposed merger to be carried out by MFIN.
Response:
MFIN targets to obtain approval from related creditors for the Merger plan no later than June
20, 2025 (before the estimated date of issuance of the effective statement of Merger
registration from OJK (Capital Market) and Merger approval from OJK (IKNB)).
d.
obligations of MFIN to ADMF, by completing the following table:
Scope of
No. Creditors Name Credit Financing Financing
Agreement Amount Period
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1.
2.
Dst.
Responses:
MFIN has sent a letter of request for approval to each related creditor whose approval is
required by MFIN to carry out the Merger. MFIN is currently still in the process of discussing
with the related creditors to obtain approval for the Merger and detailed information will be
provided after MFIN obtains approval from all related creditors, with the target of obtaining
approval from the related creditors no later than June 20, 2025 (before the estimated date of
issuance of the effective statement of Merger registration from OJK (Capital Market) and
Merger approval from OJK (IKNB)).
e. Steps to be undertaken by MFIN to obtain consent from its creditors for the proposed merger
between MFIN and ADMF.
Responses:
MFIN has sent a letter requesting approval to each related creditor on April 30, 2025.
Currently, MFIN is still in the process of discussing with other related creditors to obtain
approval regarding the Merger.
f. Timeline for MFIN to obtain consent from its creditors for the proposed merger to be carried
out by MFIN.
Responses:
MFIN targets to obtain approval from related creditors for the Merger plan no later than June
20, 2025 (before the estimated date of issuance of the effective statement of Merger
registration from OJK (Capital Market) and Merger approval from OJK (IKNB))
g. Steps to be undertaken by MFIN to obtain consent from the holders of Sustainable Sukuk
Mudharabah I Mandala Multifinance Phase II Year 2022 Series B and Phase III Year 2023
Series B for the proposed merger between MFIN and ADMF.
Responses:
Based on the provisions under the Trusteeship Agreement related to Mandala Multifinance
Continuous Sukuk Mudharabah I Phase II Year 2022 Series B and Mandala Multifinance
Trusteeship Agreement
required to obtain approval from PT Bank Rakyat Indonesia (Persero) Tbk as Trustee
Trustee
the same business field where MFIN will continue to exist and the Merger will not have a
negative impact on MFIN's business operations and will not affect MFIN's ability to repay Sukuk
Mudharabah Funds and/or Profit Sharing income, and/or Compensation for Losses Due to
Delay (if any).
In connection with the provisions above, MFIN has sent a letter of request for approval of the
Merger plan to the Trustee on April 30, 2025. Based on the provisions of the Trustee
Agreement, the Trustee is required to provide approval, rejection or request additional
data/supporting documents within 14 working days after the request for approval and
supporting documents are submitted.
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Currently, MFIN is conducting discussions with the Trustee to obtain approval of the Merger
plan while still protecting the interests and rights of Sukuk Mudharabah holders.
h. Timeline and target for convening the Sukuk Holders' General Meeting and obtaining an
addendum to the Trustee Agreement (Perjanjian Wali Amanat PWA) to secure consent from
and ADMF.
Responses:
RUPSU
PWA
implementation of the Merger plan, MFIN targets to obtain approval from the RUPSU and the
addendum to the PWA no later than June 20, 2025.
i. Whether there are any third parties under contract, MFIN creditors, or holders of bonds/sukuk
who require a waiver of negative covenants in connection with the proposed merger. The
Company is requested to disclose the current status of obtaining such consents.
Responses:
Based on the provisions in the Agreement between MFIN and third parties, MFIN creditors, and
the Trustee Agreement, there is no need for a waiver from third parties, creditors, or MFIN
bond/sukuk holders regarding negative covenants in connection with the Merger plan.
j. Based on the schedule disclosed by the Company, May 14, 2025, is the final deadline for
creditors or third parties to raise objections to the proposed merger. In relation to this, please
clarify whether, as of this date, any third party under contract, MFIN creditor, or bond/sukuk
holder has submitted an objection or expressed disagreement with the proposed merger
between MFIN and ADMF.
Responses:
Since the announcement of the summary of the Merger draft on April 30, 2025 until May 14,
2025, MFIN has not received any written objections or statements of disagreement from third
parties in the contract, MFIN creditors or bond/sukuk holders.
k. If any objections have been raised regarding the merger plan, please describe the resolution
steps taken by MFIN with respect to third parties under contract, MFIN creditors, or bond/sukuk
holders.
Responses:
MFIN will take preventive steps by continuously cooperating and coordinating with related
parties to be able to approve the Merger plan in accordance with the explanation in the answers
to questions in letters (a) and (d) above.
2. Based on the disclosure in the summary of the Merger Plan published on April 30, 2025, the buyback
of MFIN shares from shareholders who do not approve the Merger will be conducted at a price of IDR
3,426 per MFIN share, which is based on the average daily closing price on the Exchange over the
90 calendar days prior to the approval of the Merger by the Boards of Commissioners of MFIN and
ADMF on April 28, 2025.
In addition, the agreed share conversion ratio resulting from the Merger is 1 MFIN share equivalent
to 0.052401 ADMF shares at the time of the Merger. This exchange ratio is also supported by a
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valuation report issued by a Public Appraisal Firm (KJPP).
According to the independent valuation of the fair market value of MFIN shares conducted by KJPP
Suwendho Rinaldy dan Rekan ("KJPP SRR") in its Share Valuation Report No. 00132/2.0059-
02/BS/09/0242/1/IV/2025 dated April 9, 2025, KJPP SRR opined that the fair market value of 100%
of approximately IDR 1,456 based on the total number of outstanding shares after the bonus shares
(5,000,000,000 shares).
In relation to the foregoing, please provide an explanation:
a. The Stock Exchange requires the Company to disclose more detailed information regarding the
summary of the MFIN stock valuation report and the fairness opinion report on the Merger, at a
minimum including:
MFIN Shares Fairness Opinion
Description
Valuation Report Report on the Merger
Identity of parties
Object of valuation
Purpose of valuation
Assumptions and limiting
conditions
Valuation approach and
method
Conclusion of value/
fairness opinion on the
transaction
Responses:
More detailed information regarding the summary of the MFIN stock valuation report and the
fairness opinion report on the Merger is shown in the following table:
Fairness Opinion Report
Description
Report on the Merger
Identity of parties MFIN as the Dissolving
Company and ADMF as the
Surviving Company.
Object of valuation The object of valuation is MFIN
Shares, i.e. 100% shares of
MFIN
Purpose of valuation The purpose of the valuation of
MFIN Shares is to provide an
opinion on the market value of
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MFIN Shares as of 31 December
2024 expressed in Rupiah.
Assumptions and limiting The Report of Valuation of
conditions MFIN Shares is a non-
disclaimer opinion report.
KJPP SRR has reviewed the
documents used in the
process of the valuation of
MFIN Shares.
The data and information
used in the valuation of
MFIN Shares are obtained
from reliable sources.
KJPP SRR uses adjusted
financial projections that
reflect the fairness of the
financial projections made by
MFIN's management with
their ability to achieve them
(fiduciary duty).
KJPP SRR is responsible for
the implementation of the
valuation and the fairness of
the financial projections.
The Report of Valuation of
MFIN Shares is open to the
public unless there is
confidential information that
could affect MFIN's
operations.
KJPP SRR is responsible for
the Report of Valuation of
MFIN Shares and the final
value conclusion.
KJPP SRR has obtained
information on the legal
status of MFIN Shares from
MFIN.
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Valuation approach and The approaches used in the
method valuation of MFIN Shares are the
income-based approach with the
discounted cash flow (DCF)
method and the market-based
approach using the guideline
publicly traded company (GPTC)
method.
Conclusion of value/ fairness
opinion on the transaction on all data and information
provided to KJPP SRR and
considering all factors relevant to
the valuation, KJPP SRR is of
the opinion that the market value
of MFIN Shares as of 31
December 2024 is amounting to
Rp 7.28 trillion.
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b. The legal basis and regulations (both POJK and Laws) underlying the determination of the
repurchase price of MFIN shares, which is the average closing price of daily trading on the
Exchange over the 90 calendar days prior to the approval date by the Boards of Commissioners of
MFIN and ADMF for the merger on April 28, 2025. Please provide the details of the articles that
Responses:
OJK Regulation No. 29 of 2023 concerning Buyback of Shares Issued by Public Companies
POJK 29/2023
the Stock Exchange which are carried out outside the Stock Exchange with a maximum share
buyback price of the average price of the daily closing price on the Stock Exchange for the last 90
days Average Trading Price before the date of the share buyback by the public company. In
the context of implementing share buybacks due to Merger transactions as regulated in Article 62
paragraph (1) of Law No. 40 of 2007 concerning Limited Liability Companies as amended partially
by Law No. 6 of 2023 concerning Ratification of Government Regulation in Lieu of Law Number 2
Company Law
74/POJK.04/2016 concerning Mergers or Amalgamations of Public Companies (as amended)
POJK 74/2016
price due to a Merger transaction.
Regarding the share buyback in the context of the Merger, the use of the Average Trading Price
as the share buyback price that will be mentioned in the Merger Plan cannot use the Average
Trading Price before the share buyback date considering that at the time of the announcement of
the Merger Plan summary, the share buyback had not yet implemented so that in order to determine
the share buyback price, it is necessary to use other date reference before or at the time the Merger
Plan summary was announced, which in this case the date of the Board of Commissioners'
approval of the Merger Plan or the date of the announcement of the Merger Plan summary.
In connection with the above, referring to a number of public company business merger
transactions that have been carried out previously, namely the merger of PT Bank OCBC NISP
Tbk (2024), PT Selamat Sempurna Tbk (2022), PT Indosat Tbk (2022), PT Verena Multi Finance
Tbk (2019), and PT Sejahtera Anugrahjaya Tbk (2018), the share buyback price also refers to the
Average Trading Price before the date of the Board of Commissioners' approval of the merger plan
or the date of the announcement of the merger plan summary.
Based on the explanation above, MFIN uses the Average Trading Price before the Board of
Commissioners' approval date as the MFIN share buyback price, which is in line with a number of
mergers that have been carried out previously, including those mentioned above.
c. The consideration for MFIN using the repurchase price basis referring to the 90 calendar days prior
to the approval date by the Board of Commissioners of MFIN, which is Rp3,426, and not using the
repurchase price based on the appraisal by the Public Appraisal Service Office (KJPP) of Rp1,456
(after bonus shares).
Responses:
Based on the provisions of Article 3 POJK 29/2023 jo. Article 62 paragraph (1) of the Company
Law, every MFIN shareholder has the right to request that their shares be purchased at a fair price
if the shareholder concerned does not agree with MFIN's actions to carry out a Merger that is
detrimental to shareholders or MFIN.
Article 62 paragraph (1) of the Company Law does not define or explain further what is meant by
'fair price'. However, in general with reference to Article 34 paragraph (2) of the Company Law, the
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fair value as referred to in the Company Law can be determined based on market price or by
experts who are not affiliated with the company, such as KJPP. Based on this explanation, it can
be interpreted that the fair value is determined based on the existing market price, and if there is
no market price, then it is determined based on the price based on the KJPP's assessment. In the
context of the Merger, the stock valuation by the KJPP is mandatory for the purpose of determining
the conversion ratio of MFIN shares to ADMF in the context of the Merger as required in POJK
74/2016 and for the preparation of a fairness opinion report by the KJPP as required in OJK
Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions. However, in the context of share buybacks based on the provisions of Article 62 of
the Company Law, there is a reference for the market price of MFIN shares that can be used, which
is the market price of MFIN shares traded on the Indonesia Stock Exchange, where in this case
MFIN uses the Average Trading Price before the date of the Board of Commissioners' approval of
the Merger plan as the MFIN share buyback price.
Based on the above, in this Merger, the fair price determined as the MFIN share buyback price
refers to the market price of MFIN shares traded on the Indonesia Stock Exchange with reference
to the Average Trading Price before the date of the MFIN Board of Commissioners' approval of the
merger plan, on April 28, 2025.
It should also be noted that pursuant to Article 72 paragraph (1) of OJK Regulation No. 47/2020,
following the acquisition of MFIN shares by MUFG and the Mandatory Tender Offer conducted by
MUFG in 2024, MFIN is required to increase its issued and paid-up capital to at least IDR 250.0
billion. To meet this requirement, as of 28 April 2025, MFIN is in the process of completing a bonus
letter No. 054/MM-CORSEC/IV/202
Corporate Action Bonus Shares 22042025. This bonus share issuance will increase the total
number of shares from 2,676,887,872 to 5,000,000,000 shares and the paid-up capital from IDR
133.8 billion to IDR 250.0 billion, in order to comply with the minimum capital requirements
stipulated under OJK Regulation No. 47/2020.
Since the MFIN share buyback price of IDR 3,426 is based on the 90-day average up to 27 April
2025, and the cum date for the bonus share issuance is set on 28 April 2025, while the bonus
shares will be distributed on 22 May 2025, the buyback price of IDR 3,426 does not reflect the
impact of the bonus share distribution.
-
00080/BEI.POP/04-2025, states that the theoretical closing price of MFIN shares on 28 April 2025
has been adjusted from IDR 5,000 to IDR 2,680. This adjustment was made based on the
1000:867.840656 bonus share ratio, using the following calculation formula:
1,000 x IDR 5,000 / (1,000 + 867.840656)
According to Article 14 of OJK Regulation No. 27/2020, it is stated that:
"Every capital market participant who compiles historical stock price data and per-share financial
information must adjust such data to reflect the impact of bonus share distributions and explain the
method used for such adjustments." Therefore, the historical share price data used in determining
the MFIN share buyback price will be adjusted to reflect the impact of the bonus share issuance.
3. The company should elaborate on the calculation of the Merger Exchange Ratio, accompanied by
supporting illustrations. If there are certain assumptions used by the company in the calculation, please
outline the assumptions used.
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Response:
The basis for calculating the conversion of shares of MFIN into shares of ADMF as the Surviving
Company after the Merger is based on the results of an independent appraisal of the fair market value
of the shares of ADMF and MFIN, respectively, made by Public Appraisal Service Office KJPP
Kusnanto dan Rekan ("KJPP KR") and KJPP SRR.
Based on the valuation results from KJPP KR and KJPP SRR, the comparison between ADMF and
MFIN shares value will be equivalent to 1 : 0.052401. This value is derived from the following calculation
results:
Name Fair value share Outstanding Price per
shares share
ADMF Rp 27,784 billion 1,000 million Rp 27,784
MFIN Rp 6,552 billion* 4,499 million* Rp 1,456
*) MFIN fair value and outstanding shares above have accounted for the bonus share distribution that is planned to be distributed
on 22-May-
Theoretically, the percentage of shares owned by shareholders of ADMF and MFIN will be diluted
proportionally based on the conversion ratio, whereby 1 (one) share of MFIN will be equivalent to
0.052401 shares of ADMF. Post-Merger, based on the valuation of
conducted by KJPP, all shares of MFIN shareholders, other than the shares owned by ADMF, will be
exchanged for 235,803,109 shares of ADMF.
4. Please explain the latest developments regarding the status of the merger registration statement
application to OJK (Capital Market) and the merger and approval for the Fit and Proper Test for Key
Parties to OJK (Non-Bank Financial Institutions).
Response:
On April 30, 2025, ADMF and MFIN have submitted applications to OJK regarding the following matters:
1) Application for Merger Statement to OJK (Capital Market) based on the required documents as
stipulated in POJK No. 74/POJK.04/2016 concerning Merger or Amalgamation of Public
POJK 74/2016
2) Application for Merger Approval to OJK (IKNB) based on the required documents as stipulated
in POJK No. 47/POJK.05/2020 concerning Business Licensing and Institutions of Financing
Companies and Sharia Financing Companies (as amended) and SEOJK No. 20/SEOJK.06/2023
concerning Application for Licensing, Approval, and Electronic Reporting for Financing
Companies and Sharia Financing Companies; and
3) Application for fit and proper assessment of all prospective members of the Board of Directors
and Board of Commissioners of ADMF as the Merged Company to the OJK (IKNB) based on the
required documents as stipulated in POJK No. 27/POJK.03/2016 concerning Fit and Proper
Assessment for Main Parties in Non-Bank Financial Services Institutions and SEOJK No.
22/SEOJK.06/2024 concerning Fit and Proper Assessment for Main Parties of Financing
Institutions, Venture Capital Companies, Microfinance Institutions, and Other Financial Services
Institutions.
As of the date of this response, ADMF and MFIN have received questions and requests for changes
and/or additional information regarding the Application for the Merger Statement of ADMF and MFIN
from OJK (Capital Market) dated May 14, 2025. The answer to each question/response from OJK
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(Capital Market) will be submitted by ADMF no later than 10 (ten) working days since the receipt of the
request for changes and/or additional information from OJK (Capital Market) dated May 14, 2025 in
accordance with the provisions of Article 14 paragraph (3) of POJK 74/2016, which is no later than May
28, 2025.
Furthermore, as of the date of this response, MFIN is still waiting for the issuance of approval from OJK
(IKNB) regarding the approval of the Merger, which is expected to be issued no later than June 24,
2025, which is two working days before Extraordinary General Meeting of Shareholders of d MFIN on
June 30, 2025 to approve the Merger.
5. Referring to Exchange Regulation Number I-G concerning Business Merger or Business Consolidation
(Exchange Regulation I-G) point B.1, the company should disclose the indicative timeline and the
following information:
Response:
Below is the Indicative Timeline regarding the listing of additional ADMF shares which is part of the
Implementation Period of the ADMF and MFIN Merger. The full version of the Implementation Period
of the ADMF and MFIN Merger has been submitted in the Summary of the Merger Plan between ADMF
and MFIN which we announced to the public on April 30, 2025.
No. Activity Date
1. Pengajuan: 30 April 2025
a. Application for (i) Merger Approval and Approval of the Fit
and Proper Test for the Main Parties (Fit and Proper Test)
to the OJK (IKNB) and (ii) Merger Registration Statement
to the OJK (Capital Market), accompanied by supporting
documents.
b. Application for Principal Approval to the IDX for the listing
and issuance of new ADMF shares issued to MFIN
shareholders as a result of the Merger.
2. a. Announcement of the Summary of the Merger Plan to (i)
the public in 2 (two) national daily newspapers and the
websites of the Merger Participating Companies, and (ii)
Employees of the Merger Participating Companies.
b. Submission of a letter of request for approval of the
Merger to the relevant creditors of the Merger Participating
Companies (as required in the existing loan agreement).
c. Notification of the Merger to relevant stakeholders
(debtors, business partners, and creditors) of the Merger
Participating Companies.
3. Submission of the Agenda of the EGMS of the Merger 14 May 2025
Participating Companies to the OJK (Capital Market).
4. a. Announcement of the EGMS of the Merger Participating 21 May 2025
Companies and submission of evidence of the
announcement of the EGMS of the Merger Participating
Companies to the IDX.
b. Disclosure of Information related to Affiliated Transactions
related to the Merger.
5. Invitation to the EGMS of the Merger Participating Companies 5 June 2025
and submission of evidence of the invitation to the EGMS of
the Merger Participating Companies to the IDX.
6. Estimated date of issuance: 23 June 2025 - 26 June
a. Effective Statement of Merger from OJK (Capital Market); 2025
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b. Approval of Merger, and Approval of the Fit and Proper
Test for the Main Parties from OJK (IKNB); dan
c. Approval in Principle from IDX.
7. EGMS of each Merger Participating Company to approve, 30 June 2025
among other things, the Merger along with the Merger Plan
and the draft Merger Deed, the buyback of shares owned by
shareholders who do not approve the Merger and request that
their shares be purchased by the Merger Participating
Company (as relevant), changes to the Articles of Association
(specifically for ADMF), the dismissal of all members of the
Board of Directors, Board of Commissioners and Sharia
Supervisory Board of MFIN (specifically for MFIN), and the
implementation of the simple liquidation process of MFIN and
the appointment of the MFIN Liquidation Team (specifically for
MFIN).
8. The last trading of MFIN shares before the Merger became 26 September 2025
effective on the IDX.
9. The last trading of ADMF shares before the Merger became 30 September 2025
effective on the IDX.
10. Recording Date of MFIN shareholders who are entitled to 30 September 2025
obtain ADMF shares resulting from the Merger.
11. Effective Date of Merger. 1 October 2025
12. Issuance of additional ADMF shares to MFIN shareholders. 1 October 2025
13. Effective date of listing and trading of additional ADMF shares 1 October 2025
resulting from the Merger on the IDX.
14. Effective date of delisting of MFIN shares on the IDX. 1 October 2025
a. The start date for the exchange of PHPU share ownership certificates with PHPU SKS or with
new PHPU SKS (if there is a replacement of SKS), including the time required for the share
exchange process.
Response:
There is no date or schedule for the exchange of physical evidence of MFIN share ownership to
be exchanged for Collective Share Certificates ( SKS ) or new SKS of ADMF resulting from the
Merger on the date of issuance of additional ADMF shares to entitled MFIN shareholders on
October 1, 2025. This is considering that all MFIN shares that will be converted into ADMF shares
resulting from the merger are scripless shares.
In terms of the process, the conversion of MFIN shares into ADMF shares resulting from the
merger (based on the predetermined share conversion ratio) will be carried out on October 1,
2025, along with the issuance of additional ADMF shares to MFIN shareholders recorded in the
Shareholders Register based on the Recording Date on September 30, 2025. In implementing
the share conversion process in connection with this merger, ADMF and MFIN will be assisted
by their respective appointed Securities Administration Bureaus, in collaboration with KSEI.
b. The end date of using PHPU share ownership certificates in the settlement of Exchange
Transactions for PHPU shares.
Response:
As we have stated in the Indicative Timeline above, the last trading of MFIN shares on the stock
exchange before the merger became effective was on September 26, 2025. Furthermore, the last
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trading of ADMF shares on the stock exchange before the merger became effective was on
September 30, 2025.
6. Please explain the latest developments regarding the status of the merger registration statement
application to OJK (Capital Market) and the merger and approval for the Fit and Proper Test for Key
Parties to OJK (Non-Bank Financial Institutions).
Response:
Please refer to our explanation for Question No. 4 above.
7. In relation to the obligation of MFIN's controller, MUFG Bank Ltd. (MUFG), to retransfer shares due
to the execution of the Mandatory Tender Offer and Acquisition which resulted in MUFG Bank's
ownership exceeding 80%, as stipulated in Article 21 paragraphs (1) and (2) of OJK Regulation
Number 9/POJK.04/2018 regarding the Acquisition of Public Companies (POJK 9/2018), please
explain:
a. Follow-up actions and steps taken by MFIN and MUFG to fulfill obligations to OJK regarding the
retransfer of shares after the mandatory tender is carried out?
Response:
MUFG already acknowledge the obligation. MUFG, together with ADMF and MFIN, will consider to
comply the obligation in accordance with the provisions of OJK Regulation Number
9/POJK.04/2018 concerning the Acquisition of Public Companies ("POJK 9/2018"), following the
merger of ADMF and MFIN.
b. The deadline for MUFG and MFIN to fulfill the obligation to retransfer those shares.
Response:
According to Article 21 paragraph (3) of POJK 9/2018, MUFG acknowledge the deadline of this
obligation( two years following the completion of the Mandatory Tender Offer).
c. The latest developments regarding discussions with OJK and efforts made by MUFG and MFIN
to meet the obligation of retransfer of those shares.
Response:
Please refer to our answer in No. 7 letter a above.
d. Are there any approvals or waivers that MFIN and MUFG need to obtain from OJK concerning the
obligation of retransfer of MFIN shares after the acquisition?
Response:
No approval is required from MUFG's supervisory authorities to conduct shares sell-down
obligation.
8. Referring to Article 21 paragraph (3) of POJK 9/2018, MFIN is given a maximum of 2 years to fulfill the
obligation of retransfer of shares or until August 28, 2026 (2 years since the completion of the
Mandatory Tender Offer). ADMF and MFIN have not yet provided further information regarding the plan
to fulfill the obligation of retransfer of those shares.
Response:
Please refer to our answer in No. 7 letter a above.
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9. Based on the information in the summary of the merger plan between ADMF and MFIN dated April 30,
2025, it was explained that ADMF and MFIN would conduct a buyback of shares owned by ADMF and
MFIN shareholders who do not agree with the merger. Shareholders of MFIN can sell their shares in
MFIN to MFIN, and shareholders of ADMF can sell their shares in ADMF to PT Bank Danamon
Indonesia Tbk (BDMN) as the standby purchaser from ADMF. Regarding this matter, please explain:
a. How prepared is MFIN in terms of funds to conduct the buyback? Is there a need to obtain certain
approvals from creditors or other shareholders of MFIN?
Response:
MFIN has sufficient funds to purchase the shares of MFIN shareholders who do not approve the
Merger and request that their shares be bought ("Share Buyback").
To carry out the Share Buyback, MFIN will seek approval from its shareholders, which is planned
2025.
b. Estimated funds prepared by MFIN for the buyback.
Response:
based on the determined Share Buyback price.
c. Estimated number of shares that will be bought back from the shareholders.
Response:
The number of shares to be purchased will depend on the number of MFIN shareholders who do
not agree with the merger and request that their shares be bought back.
10. In the event of any changes or updates to the information or indicative schedule that will be carried out
by ADMF and MFIN, the company should adjust and resubmit the document along with the response
to this request for explanation.
Response:
In the event of changes or updates to the information or indicative schedule to be carried out by ADMF
and MFIN, the Company will adjust and resubmit the documents along with the response to this request
for clarification.
The draft Merger documents will be revised based on the changes and/or additional information
requested by the Financial Services Authority (OJK Capital Market) in its request dated 14 May 2025
regarding the Registration Statement for the Merger of ADMF and MFIN. The revised Merger plan will
be submitted by ADMF and MFIN to OJK (Capital Market) no later than 10 (ten) business days from
than 28 May 2025.
11. Information, material facts, or other important events that are material and may affect the business
continuity of the company as well as potentially affect the company's share price.
Response:
Based on the data we have, there is currently no information, material fact, or other significant events
that are material and could affect the business continuity or the company's stock price.
15
Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
org
KJPP Suwendho Rinaldy dan Rekan
p.4
unresolved
org
KJPP Suwendho Rinaldy
p.4
unresolved
org
KJPP SRR
p.4 ×10
unresolved
org
Verena Multi Finance Tbk
p.9 ×2
unresolved
org
Sejahtera Anugrahjaya Tbk
p.9 ×2
unresolved
org
Indonesia Stock Exchange
p.10 ×2
unresolved
org
Public Appraisal Service Office KJPP Kusnanto dan Rekan
p.11
unresolved
org
KJPP Kusnanto
p.11
unresolved
org
KJPP KR
p.11 ×2
unresolved
org
KJPP SRR. Based
p.11
unresolved
—
ADMF
p.11
unresolved
—
MFIN
p.11
unresolved
org
Bank Financial Institutions
p.11 ×2
unresolved
org
Bank Financial Services Institutions
p.11
unresolved
org
Financial Services Authority
p.15
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