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20250520_CUAN_Keterbukaan Informasi terkait Aksi Korporasi_31887095_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT PETRINDO JAYA KREASI TBK ("THE COMPANY")
ON THE STOCK SPLIT PLAN
THIS DISCLOSURE OF INFORMATION IS CARRIED OUT IN ORDER TO COMPLY WITH THE FINANCIAL
SERVICES AUTHORITY REGULATION NUMBER 15/POJK.04/2022 REGARDING STOCK SPLITS AND
AND REVERSE STOCK SPLITS BY PUBLIC COMPANIES.
PT PETRINDO JAYA KREASI TBK
Domiciled in West Jakarta
Business Activities:
Holding Company Activities and Other Management Consulting Activities,
and Coal Mining through Subsidiaries
Head Office:
Wisma Barito Pacific Tower B 3rd Floor
Jl. Let Jend S. Parman Kav.62-63
Palmerah, Jakarta 11410
Phone. (021) 5308520
Website www.petrindo.co.id
Email corsec@petrindo.co.id
THIS DISCLOSURE OF INFORMATION WAS ISSUED IN CONNECTION WITH THE COMPANY'S
PLAN TO IMPLEMENT A STOCK SPLIT (“STOCK SPLIT”) WITH REFERENCE TO THE
REGULATION OF THE FINANCIAL SERVICES AUTHORITY (“OJK”) OF THE REPUBLIC OF
INDONESIA NO. 15/POJK.04/2022 REGARDING STOCK SPLITS AND REVERSE STOCK SPLITS
BY PUBLIC COMPANIES (“POJK 15/2022”) AND DECREE OF THE BOARD OF DIRECTORS OF
PT BURSA EFEK INDONESIA (“BEI”) NUMBER: KEP-00044/BEI/04-2024 REGARDING
REGULATION NUMBER I-I REGARDING STOCK SPLITS AND REVERSE STOCK SPLITS BY
LISTED COMPANIES ISSUING EQUITY SECURITIES. IN CONNECTION WITH THE STOCK
SPLIT, THE COMPANY WILL REQUEST APPROVAL FROM SHAREHOLDERS AT THE
COMPANY'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ("EGMS") TO BE
HELD ON JUNE 26, 2025.
THE INFORMATION AS CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT
FOR THE COMPANY'S SHAREHOLDERS TO READ AND NOTE. IF YOU EXPERIENCE
DIFFICULTY IN UNDERSTANDING THE INFORMATION AS CONTAINED IN THIS DISCLOSURE
OF INFORMATION, YOU SHOULD CONSULT WITH A LEGAL ADVISOR, PUBLIC ACCOUNTANT,
FINANCIAL ADVISOR OR OTHER PROFESSIONAL.
This Information Disclosure was published in Jakarta on 20 May 2025
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I. DEFINITION
Unless otherwise expressly specified in the context of the relevant sentence, terms beginning
with capital letters in this Information Disclosure have the following meanings:
"AD" : Articles of Association
"AMP" Means PT Armada Maritim Persada
"BBB" Means PT Borneo Bangun Banua
"BEI" : Indonesia Stock Exchange.
"BI" Means PT Bara International
"CEP" Means PT Christian Eka Pratama
"DBK" Means PT Daya Bumindo Karunia
"IBP" Means PT Intan Bumi Persada
"KBL" Means PT Karya Bhumi Lestari
"Ministry of Means the Ministry of Law of the Republic of Indonesia (formerly
Justice" known as the Ministry of Law and Human Rights of the Republic
of Indonesia ("Kemenkumham"), the Ministry of Law and Human
Rights of the Republic of Indonesia, the Ministry of Justice and
Human Rights of the Republic of Indonesia, the Ministry of Justice
of the Republic of Indonesia, the Ministry of Law and Legislation
of the Republic of Indonesia or any other name)
"KPIs" Means PT Kuala Pelabuhan Indonesia
"Information : Means the information submitted by the Company as stated in this
Disclosure" announcement.
"MIP" Means PT Mahaka Industri Persada
"Menkum" : Minister of Law of the Republic of Indonesia (formerly known as
the Minister of Law and Human Rights of the Republic of Indonesia
("Menkumham"), Minister of Justice and Human Rights of the
Republic of Indonesia, Minister of Justice of the Republic of
Indonesia, Minister of Law and Legislation and/or other names).
"MP" Means PT Mareta Persada
"LAST" Means PT Multi Tambangjaya Utama
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"OJK" : Financial Services Authority of the Republic of Indonesia.
"Company" : It means PT Petrindo Jaya Kreasi Tbk, an open limited liability
company established based on and subject to the laws of the
Republic of Indonesia.
"Independent : Means the Public Appraisal Service Office of Kusnanto and
Appraiser" or Associates.
"KJPP"
"Stock Split" : Means a stock split plan as described in Part III and Part V of this
Information Disclosure.
"PTRO" Means PT Petrosea Tbk.
"Rp" : It means the Indonesian Rupiah, which is the legal currency of the
Republic of Indonesia.
"TP" Means PT Tamtama Perkasa
"POJK 15/2020" : Means OJK Regulation Number 15/POJK.04/2020 concerning the
Plan and Implementation of the General Meeting of Shareholders
of Public Companies.
"EGMS" : Means that the Company's Extraordinary General Meeting of
Shareholders.
II. INFORMATION ABOUT STOCK CLASSIFICATION
In accordance with the Company's Articles of Association as stated in the Deed of Statement
of Resolution of the Meeting on Amendments to the Company's Articles of Association No. 20
dated November 7, 2022, made in the presence of Aulia Taufani, S.H., Notary in the City of
South Jakarta, who has obtained approval to amend the limited liability company's articles of
association from the Minister of Law and Human Rights through Decree No. AHU-0080951.
AH.01.02.Year 2022 dated November 9, 2022 and receipt of notification No. AHU. AH.01.03-
0311208 dated November 9, 2022, currently the Company only owns 1 (one) series of ordinary
shares with a nominal value of Rp. 200.00 (two hundred Rupiah) per share. Each shareholder
has equal voting rights, where one share has one voting right.
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III. STOCK SPLIT RATIO & INFORMATION ON THE NUMBER OF SHARES OF THE
COMPANY BEFORE AND AFTER THE STOCK SPLIT
The Company plans to conduct a Share Split with a ratio of 1:10 (1 (one) old share to 10 (ten)
new shares), thus, the nominal value of the shares and the number of shares before and after
the share split are as follows:
Information Before the Stock Split After the Stock Split
Nominal Value of Shares IDR 200.00 per share IDR 20.00 per share
Number of Issued and Fully Paid Shares 11,241,890,000 shares 112,418,900,000 shares
IV. DATE OF APPROVAL IN PRINCIPLE FROM IDX ON THE STOCK SPLIT PLAN
In accordance with POJK 15/2022, the Company has submitted a plan to implement the Share
Split to the IDX with Letter No. 042/CS-L/PJK/IV/2015 dated April 28, 2025 and the Share Split
plan has received approval in principle from the IDX as stated in Letter No. S-04424/IDX.
PP1/05-2025 dated May 9, 2025.
V. REASONS & PURPOSES FOR STOCK SPLITS
1. The Company's significant increase in financial performance since the IPO in 2023 to date
in all lines (in 2024 the Company posted a significant revenue of 719% compared to the
previous year, while net profit attributable to owners of the parent entity increased by
929% compared to 2023), which is reflected in the increase in the Company's share price
traded since the IPO until now, which is quite high.
2. The planned split of the nominal value of the shares will make the share price more
affordable for investors, thereby increasing the number of investors who can make
transactions on the Company's shares. The number of shares of the Company will also
increase so that the liquidity of trading of the Company's shares will increase and the
trading of the Company's shares on the Stock Exchange will be more active.
3. The Company's investor base will be stronger, broader, and diversified, which is expected
to be the basis for the Company to obtain support to further expand its business in the
future.
4. The breakdown of the nominal value of the shares does not have a negative impact on
the Company's finances.
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VI. FORECAST SCHEDULE FOR THE IMPLEMENTATION OF STOCK SPLITS
No. Activity Day & Date
1. Approval in Principle from IDX Friday, 9 May 2025
2. Notification to OJK Regarding the EGMS Friday, 9 May 2025
Implementation Plan
3. EGMS Announcement and Information Disclosure in Tuesday, 20 May 2025
Connection with the Share Split Plan
4. Invitation of EGMS Thursday, 5 June 2025
5. EGMS Thursday, 26 June 2025
6. Application for Listing of Additional Shares to the IDX Monday, 30 June 2025
for shares resulting from the Split of the Nominal Value
of Shares and the submission of the Deed of
Resolution of EGMS approved by the Minister of Kum
7. Announcement of EGMS Results Monday, 30 June 2025
8. Announcement of Schedule and Procedure for Monday, 7 July 2025
Splitting Stock Value (Stock Split)
10 End of stock trading with the old nominal value of Rp. Wednesday, 9 July 2025
200,- per share in the Regular Market
11 Start trading shares with a nominal value of Rp. 20,- Thursday, 10 July 2025
per share in the Cash Market
12. Start trading shares with a new nominal value of Rp. Thursday, 10 July 2025
20,- per share on the Regular Market and Negotiation
Market
VII. SUMMARY OF THE STOCK VALUATION REPORT
The Company has appointed KJPP Kusnanto and its associates (hereinafter referred to as
"KJPP KR") as an official Public Appraiser Service Office based on the Decree of the Minister
of Finance No. 2.19.0162 dated July 15, 2019 and is registered as a capital market support
professional service office at OJK with a Capital Market Support Professional Registration
Certificate from OJK No. STTD. PB-01/PJ-1/PM.223/2023 (business appraiser), has been
assigned by the Company's management to determine the market value of 100.00% of the
Company's shares in accordance with the assignment letter KR/240905-001 dated September
5, 2024 which has been approved by the Company's management.
The following is a summary of the assessment report from KJPP KR on the Assessment Object
as outlined in Report No. 00056/2.0162-00/BS/05/0153/1/IV/2025 dated April 25, 2025 with
the following summary:
1. Identity of the parties
PT Petrindo Jaya Kreasi Tbk.
2. Evaluation object
The object in the market value of 100.00% of PT Petrindo Jaya Kreasi Tbk.
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3. Assessment objectives
The results of this assessment are intended to provide an opinion on the Company's Stock
Market Value as of December 31, 2024 for the implementation of the nominal value of
shares in the context of the implementation of Regulation No. 15/POJK.04/2022 concerning
Stock Splits and Mergers of Shares by Public Companies. This Assessment Report is
prepared only for its intended purpose and cannot be used for other purposes that concern
other agencies.
4. Assumptions and limiting conditions
This assessment is prepared based on market and economic conditions, general business
and financial conditions, and Government regulations in force until the date of issuance of
this assessment report.
The assessment of the assessment object carried out by the cash flow discount method is
based on the projection of the financial statements of TP, MUTU, AMP, BI, DBK, BBB, IBP,
MP, PTRO, MIP, KPI, KBL, and CEP prepared by the management of TP, MUTU, AMP,
BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP. In the preparation of financial
statement projections, various assumptions are developed based on the performance of
TP, QUALITY, AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP in previous
years and based on future management plans. KJPP KR has made adjustments to the
projections of the financial statements in order to reflect the operating conditions and
performance of TP, MUTU, AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP
which were assessed at the time of this assessment more reasonably. Broadly speaking,
there are no significant adjustments made by KJPP KR to the performance targets of TP,
QUALITY, AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP which are
assessed and have reflected their ability to achieve it (fiduciary duty). KJPP KR is
responsible for the implementation of the assessment and fairness of the projection of
financial statements based on the historical performance of TP, MUTU, AMP, BI, DBK,
BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP and the Company's management
information on the projections of the financial statements of TP, MUTU, AMP, BI, DBK,
BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP. KJPP KR is also responsible for the
Company's valuation report and final value conclusion.
In this assessment assignment, KJPP KR assumes the fulfillment of all the Company's
conditions and obligations. KJPP KR also assumes that from the date of the assessment
to the date of issuance of the assessment report there has not been any change that
materially affects the assumptions used in the assessment. KJPP KR is not responsible for
reaffirming or supplementing or updating the opinion of KJPP KR due to changes in
assumptions and conditions as well as events that occur after the date of this report.
In carrying out the analysis, KJPP KR assumes and relies on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP KR by the
Company or publicly available which is in essence true, complete, and not misleading and
KJPP KR is not responsible for conducting an independent audit of such information. KJPP
KR also relies on assurances from the Company's management that they do not know the
facts that cause the information provided to KJPP to be incomplete or misleading.
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The analysis of the assessment object is prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the final
result of KJPP KR's opinion. KJPP KR is not responsible for any changes in the conclusion
of KJPP KR's assessment or any loss, damage, cost, or expense caused by non-disclosure
of information so that the data obtained by KJPP KR becomes incomplete and/or can be
misinterpreted.
Because the results of the KJPP KR assessment are highly dependent on the data and the
underlying assumptions, changes in the data sources and assumptions according to
market data will change the results of the KJPP KR assessment. Therefore, KJPP KR said
that changes to the data used can affect the results of the assessment and that the
differences that occur can have material value. Although the contents of this valuation
report have been carried out in good faith and in a professional manner, KJPP KR cannot
accept responsibility for the possibility of differences in conclusions caused by additional
analysis, the application of assessment results as a basis for conducting transaction
analysis or changes in the data used as the basis for the assessment. The valuation report
of the valuation object is a non-disclaimer opinion and is a report that is open to the public
unless there is confidential information, which may affect the Company's operations.
The work of KJPP KR related to the valuation of the valuation object does not constitute
and cannot be interpreted in any form, a review or audit, or the implementation of certain
procedures on financial information. Nor can such work be intended to reveal weaknesses
in internal controls, errors or irregularities in financial statements, or violations of the law.
Furthermore, KJPP KR has also obtained information on the Company's legal status based
on the Company's articles of association.
5. Assessment approaches and methods
The assessment of assessment objects is based on internal and external analysis. The
internal analysis will be based on the data provided by the management, historical analysis
of the financial position statement, and comprehensive income statement of TP, MUTU,
AMP, BI, DBK, BBB, IBP, IBP, MP, PTRO, MIP, KPI, KBL, and CEP, assessment of
operating and management conditions as well as resources owned by TP, MUTU, AMP,
BI, DBK, BBB, IBP, MP, PTRO, MIP, MIP, KPI, KBL, and CEP. The prospects of TP,
MUTU, AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP in the future KJPP
KR evaluation based on the business plan and projections of financial statements provided
by the management that KJPP KR has assessed for fairness and consistency. The external
analysis is based on a brief study of the external factors considered as value drivers as
well as a brief study of the prospects of the industry in question.
In applying the valuation method to determine the indication of the market value of a
"business interest", it is necessary to refer to the representative financial statements
(financial position statement and comprehensive income statement), therefore it is
necessary to adjust the book value of the financial position statement and normalize the
profit and loss statement of comprehensive income which is usually prepared by
management based on historical value. However, the book value of a company reflected
in the financial position statement and comprehensive income statement is the acquisition
value and does not reflect the economic value that can be fully used as a reference as a
market value at the time of the valuation.
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The valuation methods used in the valuation of valuation objects are the discounted cash
flow (DCF) method, the adjusted net asset method, and the publicly traded company
method.
The cash flow discount method was chosen considering that the business activities carried
out by TP, MUTU, AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP in the
future will still fluctuate according to the forecast of the business development of TP, MUTU,
AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL, and CEP. In carrying out the
assessment with this method, the operations of TP, MUTU, AMP, BI, DBK, BBB, IBP, MP,
PTRO, MIP, KPI, KBL, and CEP are projected in accordance with the estimates of the
business development of TP, MUTU, AMP, BI, DBK, BBB, IBP, MP, PTRO, MIP, KPI, KBL,
and CEP. Cash flow generated based on projections is converted to present value at a
discount rate that corresponds to the level of risk. The indication of value is the total present
value of the cash flow.
In carrying out the valuation using the net asset adjustment method, the value of all asset
components and liabilities/debts must be adjusted to their market value, except for
components that have shown their market value (such as cash/bank or bank debt). The
overall market value of the company is then obtained by calculating the difference between
the market value of all assets (tangible and intangible) and the market value of liabilities.
The comparison method of companies listed on the stock exchange is used in this
assessment because although in the stock market of public companies there is no
information about similar companies with equivalent business scales and assets, it is
estimated that existing public company stock data can be used as comparative data on the
value of shares owned by TP, MUTU, AMP, MP, PTRO, MIP, KPI, KBL, OAI, and CEP.
The above assessment approach and method are the ones that KJPP KR considers most
appropriate to be applied in this assignment and have been agreed upon by the Company's
management. It is possible to apply other approaches and assessment methods that can
provide different results. Furthermore, the values obtained from each method are
reconciled by weighting.
6. Conclusion of values
Based on the results of the analysis of all data and information that KJPP KR has received
and taking into account all relevant factors that affect the valuation, according to KJPP KR,
the Company's stock market value as of December 31, 2024 is USD 4.90 billion (or
equivalent to USD 0.44/share using the Company's total shares of 11,241,890,000 shares
as of December 31, 2024) or equivalent to IDR 79.14 trillion (or equivalent to IDR
7,040/share using the Company's total shares of 11,241,890,000 shares as of December
31, 2024) using Bank Indonesia's central exchange rate on December 31, 2024, which is
IDR 16,162/USD.
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VIII. INFORMATION ON THE IMPLEMENTATION OF THE EGMS
The Extraordinary General Meeting of Shareholders to approve the plan to split the nominal
value of the shares will be held on:
Day/Date : Thursday, 26 June 2025
Place : Jakarta, by accessing eASY.KSEI in the https link: akses.ksei.co.id
Agenda : Approval of Amendment to Article 4 paragraph 1 of the Company's
articles of association on the Implementation of Stock Split from a
nominal value of Rp. 200 (two hundred Rupiah) to Rp. 20 (twenty
Rupiah) per share.
The Stock Split will be carried out after obtaining the approval of the EGMS. In accordance
with the provisions stipulated in POJK 15/2022, the implementation of the Share Split must be
carried out no later than 30 (thirty) calendar days after the implementation of the EGMS
approving the Share Split plan. In the event that the deadline falls on a holiday, the
implementation of the Share Split will be carried out no later than the next working day.
IX. MISCELLANEOUS INFORMATION
The Company does not have a corporate action plan that affects the number of shares and/or
capital of the Company that will be carried out within a period of 6 (six) months after the date
of the implementation of the Share Split.
The Company in its business development can conduct transactions to obtain funding either
from banking institutions or non-banking institutions, issue debt securities, and/or implement
capital increases by paying attention to applicable laws and regulations, including the
provisions stipulated in article 13 of POJK 15/2022.
X. STATEMENT OF THE BOARD OF DIRECTORS
The Company's Board of Directors declares responsibility for the correctness of the information
contained in this Information Disclosure.
After the implementation of the Split of the nominal value of the shares, it will make the best
efforts to increase and maintain the number of free float shares owned by the public listed on
the Indonesia Stock Exchange.
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XI. ADDITIONAL INFORMATION
If shareholders need further information, they can contact the Company at:
PT PETRINDO JAYA KREASI TBK
Wisma Barito Pacific Tower B 3rd Floor
Jl. Let Jend S. Parman Kav.62-63 Palmerah, Jakarta 11410
Phone. (021) 5308520
Website www.petrindo.co.id , Email corsec@petrindo.co.id
U.P.: Company Secretary
20 May 2025
Board of Directors of the Company
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Names mentioned 33 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
p.1 ×3
unresolved
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PT Armada Maritim Persada
p.2
unresolved
org
PT Borneo Bangun Banua
p.2
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
org
PT Bara International
p.2
unresolved
org
PT Christian Eka Pratama
p.2
unresolved
org
PT Daya Bumindo Karunia
p.2
unresolved
org
PT Intan Bumi Persada
p.2
unresolved
org
PT Karya Bhumi Lestari
p.2
unresolved
org
Ministry of Law
p.2
unresolved
org
Ministry of Law and Human Rights
p.2 ×2
unresolved
org
Ministry of Justice
p.2 ×2
unresolved
org
Ministry of Law and Legislation
p.2
unresolved
org
PT Kuala Pelabuhan Indonesia
p.2
unresolved
org
PT Mahaka Industri Persada
p.2
unresolved
org
Minister of Law
p.2
unresolved
org
Minister of Law and Human Rights
p.2 ×2
unresolved
org
Minister of Justice and Human Rights
p.2
unresolved
org
Minister of Justice
p.2
unresolved
org
Minister of Law and Legislation
p.2
unresolved
org
PT Mareta Persada
p.2
unresolved
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PT Multi Tambangjaya Utama
p.2
unresolved
org
PT Tamtama Perkasa
p.3
unresolved
person
Aulia Taufani
p.3
unresolved
org
Minister of Kum
p.5
unresolved
org
KJPP Kusnanto
p.5
unresolved
org
KJPP KR
p.5 ×27
unresolved
org
KJPP KR's
p.7 ×2
unresolved
org
Bank Indonesia
p.8
unresolved
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Bank Indonesia's
p.8
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