Back to announcement
20250514_FAST_Laporan Informasi dan Fakta Material_31885657_lamp2.pdf
Other Text extracted FASTSource file signed link, expires in 15 minutes
Extracted text 19
Page 1
AMENDMENT AND/OR ADDITIONAL INFORMATION TO THE DISCLOSURE OF
INFORMATION TO SHAREHOLDERS
IN ACCORDANCE WITH THE CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
(“INFORMATION TO SHAREHOLDERS”)
14 MAY 2025
THIS INFORMATION TO SHAREHOLDERS IS IMPORTANT TO BE READ AND CONSIDERED BY
SHAREHOLDERS OF
PT FAST FOOD INDONESIA, TBK (“THE COMPANY”)
IF YOU HAVE ANY DIFFICULTIES IN UNDERSTANDING THIS INFORMATION TO SHAREHOLDERS, YOU
SHOULD CONSULT WITH LEGAL ADVISORS, PUBLIC ACCOUNTANTS, FINANCIAL ADVISORS OR OTHER
PROFESSIONALS.
Main Business Activities:
Restaurants and Food Services for Particular Events (Event Catering)
Located in:
Jakarta Selatan, DKI Jakarta, Indonesia
Head Office:
Gedung Gelael, Jl. MT. Haryono Kav. 7
Tebet Barat, Tebet, Jakarta Selatan
DKI Jakarta, Indonesia
Telephone: +62 (021) 8301133
Website: www.kfcku.com
E-mail: jd.juwono@kfcindonesia.com
INFORMATION TO SHAREHOLDERS IN RELATION TO THE PLAN TO ISSUE UP TO 533,333,334 ORDINARY
SHARES WITHOUT PRE-EMPTIVE RIGHTS.
REGARDING TO THE PROVISIONS SET OUT IN THE FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
NO.14/POJK.04/2019 REGARDING THE AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 32/POJK.04/2015 REGARDING CAPITAL INCREASE WITH PRE-EMPTIVE RIGHTS ON PUBLIC
COMPANIES (“POJK NO.14/2019”), THE COMPANY INTENDS TO ISSUE UP TO 533,333,334 ORDINARY SHARES
WITHOUT PRE-EMPTIVE RIGHTS (“PMTHMETD”). IN CONNECTION WITH THE PMTHMETD PLAN, THE
COMPANY INTENDS TO SEEK APPROVAL FROM THE SHAREHOLDERS IN AN EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS (“EGMS”) TO BE HELD ON THURSDAY, 16 MAY 2025. OTHER THAN THE RUPSLB
APPROVAL, THE COMPANY DOES NOT REQUIRE APPROVAL AND/OR NOTIFICATION FROM/TO ANY THIRD
PARTY RELATED TO THE IMPLEMENTATION OF THIS TRANSACTION PLAN.
THE DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY AND
COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF ALL INFORMATION
OR MATERIAL FACTS CONTAINED IN THIS INFORMATION TO SHAREHOLDERS. THE BOARD OF
COMMISSIONERS AND THE DIRECTORS OF THE COMPANY, AFTER CONDUCTING SUFFICIENT
INVESTIGATION, CONFIRM THAT THERE ARE NO IMPORTANT AND RELEVANT FACTS THAT HAVE NOT BEEN
DISCLOSED WHICH CAUSE THE INFORMATION OR MATERIAL FACTS IN THIS INFORMATION TO
SHAREHOLDERS TO BE UNTRUE AND/OR MISLEADING.
AMENDMENT AND/OR ADDITIONAL INFORMATION TO THIS INFORMATION TO SHAREHOLDERS ISSUED ON
APRIL 14 MAY 2025 AND IS AN INTEGRAL PART OF THE INFORMATION TO SHAREHOLDERS ISSUED ON 18
MARCH 2025.
ANNOUNCEMENT OF THE EGMS OF THE COMPANY IS PUBLISHED THROUGH THE WEBSITE OF THE
INDONESIA STOCK EXCHANGE (“IDX”), THE COMPANY’S WEBSITE AND EASY.KSEI ON 18 MARCH 2025. AS
AMENDED BASED ON THE ANNOUNCEMENT OF THE CHANGE OF THE COMPANY’S GMS SCHEDULE THAT
PUBLISH ON THE WEBSITE OF THE INDONESIA STOCK EXCHANGE (“IDX”), THE COMPANY’S WEBSITE AND
EASY.KSEI ON 27 MARCH 2025.
1
Page 2
1. DEFINITIONS AND ABBREVIATIONS
Indonesia Stock Exchange or : Stock Exchange as defined in Article 1 point 4 of Law No. 8 of
IDX 1995 regarding Capital Market as partially amended by Law No. 4
of 2023 regarding Financial Sector Development and
Strengthening, in this case organized by PT Bursa Efek Indonesia,
domiciled in Jakarta, where the Company's Shares are listed.
Directors : The members of the Board of Directors of the Company who are
in office when the Information to Shareholders is announced.
Subsidiaries of the Company : Companies whose more than 50% of its shares are owned directly
or indirectly by the Company or if the Company has less than 50%
of the shares with voting rights but the Company has the ability to
control the company.
Trading Day : Days where securities trading transaction activities are carried out
on the Stock Exchange, namely Monday to Friday, except for
national holidays set by the Government or other days declared as
holidays by the Stock Exchange.
Information to Shareholders : Information as stated in this Information to Shareholders which
was made in order to comply with the provisions of POJK
No.14/2019 and POJK No.15/2020
Commissioner : Members of the Board of Commissioners of the Company who are
in office when the Information to Shareholders is announced.
Public : Individuals and/or entities and/or legal entities, both Indonesian
Citizens and Foreign Citizens, whether residing or having legal
domicile in Indonesia or residing or having legal domicile abroad
who are shareholders of the Company.
MOLHR : Minister of Law and Human Rights
OJK : The Financial Services Authority, an independent institution, which
has the functions, duties, and authority to regulate, supervise,
examine, and investigate in the capital market, insurance, pension
funds, financing institutions and other financial services institutions
sectors as referred to in Law No. 21 of 2011 dated 22 November
2011 concerning the Financial Services Authority which is a
successor body to Bapepam-LK which came into effect on 31
December 2012).
Shareholders of the Company : Shareholders of the Company whose names are registered in the
Register of Shareholders of the Company issued by the Securities
Administration Bureau, PT Raya Saham Registra.
2
Page 3
Indonesian Stock Exchange : Decree of the Directors of PT Bursa Efek Indonesia Number:
Regulation Number I-A Kep-00101/BEI/12-2021 regarding Amendments to Regulation
Number I-A regarding the Listing of Shares and Equity Securities
Other Than Shares Issued by Listed Companies, issued and
enforced on 21 December 2021.
Company : PT Fast Food Indonesia, Tbk., a public limited liability company
established under the laws of the Republic of Indonesia.
POJK No.14/2019 : Financial Services Authority Regulation Number
14/POJK.04/2019 dated 29 April 2019 regarding Amendments to
Financial Services Authority Regulation Number
32/POJK.04/2015 regarding Capital Increase with Pre-emptive
Rights on Public Companies.
POJK No.15/2020 : Financial Services Authority Regulation Number
15/POJK.04/2020 dated 20 April 2020 regarding the Plan and
Implementation of the General Meeting of Shareholders of Public
Companies.
POJK No.17/2020 : Financial Services Authority Regulation Number
17/POJK.04/2020 dated 20 April 2020 regarding Material
Transaction and Change of Business Activities.
POJK No.42/2020 : Financial Services Authority Regulation Number
42/POJK.04/2020 dated 1 July 2020 regarding Affiliated Party and
Conflict of Interest Transactions.
Rp : Currency of the Republic of Indonesia.
UUPM : Law No. 8 of 1995 on Capital Market, as partially amended by Law
No. 4 of 2023 on Financial Sector Development and Strengthening.
UUPT : Law No. 40 of 2007 regarding Limited Liability Companies, as
partially amended by Government Regulation in Lieu of Law No.
2 of 2022 regarding Job Creation which has been enacted into law
based on Law No. 6 of 2023 regarding the Stipulation of
Government Regulation in Lieu of Law No. 2 of 2022 regarding
Job Creation into Law.
UUP2SK : Law No. 4 of 2023 on Financial Sector Development and
Strengthening.
3
Page 4
2. INTRODUCTION
According to Article 3 paragraph a of POJK No.14/2019, a public company may conduct PMTHMETD
in the issuance of shares and/or other equity securities in order to improve its financial position.
Furthermore, with reference to Article 8B of POJK No.14/2019, capital increase in the context of
improving financial position as referred to in Article 3 paragraph a can be carried out as long as it meets
the conditions, one of which is if a public company has negative net working capital and has liabilities
exceeding 80% (eighty percent) of the assets of the public company at the time of the General Meeting of
Shareholders (“GMS”) approving the PMTHMETD.
Based on Company’s Consolidated Financial Statements of the Company and its Subsidiary dated 31
December 2024 audited by Public Accounting Firm Purwantono, Sungkoro & Surja,the Company has:
a. negative net working capital of Rp.1,675,315,520 (*) with total consolidated current liabilities of
Rp.2,291,914,466 (*); and
b. the ratio of total consolidated liabilities of Rp.3,401,488,684 (*) against total consolidated assets of
Rp.3,529,220,278 (*) is 96% or exceeds 80%.
In connection with the above, the Company intends to request the approval of the Company's
shareholders to perform PMTHMETD in order to improve the financial position as referred to in Article
3 paragraph a POJK No.14/2019, where the proceeds from PMTHMETD will be used for the Company's
working capital needs and can support the Company's development in the future. The implementation of
PMTHMETD provides payment solutions for the Company's obligations and can improve the Company's
liquidity.
The Company's PMTHMETD plan is carried out in accordance with the provisions in the Company's
Articles of Association, UUPT, UUPM, UUP2SK, relevant OJK Regulations and Indonesian Stock
Exchange Regulation Number I-A, and does not conflict with the agreements previously entered into by
the Company. Based on the prevailing rules and regulations, the PMTHMETD plan requires Shareholders'
approval through EGMS which will be held on Friday, 16 May 2025.
Until the issuance of this Information to Shareholders, the Company has not received, either written or
verbal, directly or indirectly, related to objections or opposition from any party in connection with the
PMTHMETD plan to be carried out by the Company.
As the date of this Information to Shareholders, the Company has made several capital increases, whice
are:
1) Pursuant to Deed No. 246 dated June 21, 1994 made before Poerbaningsih Adi Warsito, S.H.,
Notary in Jakarta, the shareholders of the Company approved the increase of paid-up capital from
Rp22,312,500,000 to Rp44,625,000,000 through the distribution of bonus shares from capitalization
of share capital and retained earnings. This capital increase has been fully implemented by the
Company.
2) Pursuant to Deed No.35 dated August 18, 2011 made before Poerbaningsih Adi Warsito, S.H.,
Notary in Jakarta, the shareholders of the Company approved the increase of paid-up capital from
Rp44,625,000,000 to Rp46,041,659,500 through the distribution of dividends in the form of shares
derived from the Company's retained earnings. This capital increase has been fully implemented by
the Company.
4
Page 5
3) Pursuant to Deed No.13 dated February 20, 2014 made before Ir. Nanette Cahyanie Handari Adi
Warsito, S.H., Notary in Jakarta, the shareholders of the Company approved the increase of paid-
up capital from Rp46,041,659,500 to Rp199,513,857,900 through the distribution of bonus shares
from agio shares with the provision that every 3 old shares will get 10 new shares. This capital
increase has been fully implemented by the Company.
Whereas, up to the date of issuance of this Information to Shareholders, the Company has never
conducted capital increase in the framework of share ownership program, either ESOP (Employee Share
Ownership Program) or MSOP (Management Share Ownership Program).
Until the issuance of this Information to Shareholders, the Company is not involved in any material case
either in Court or other disputes outside the Court that may negatively affect the continuity of the business
and the PMTHMETD plan.
(*) All Rupiah amounts are expressed in thousands of rupiah, unless otherwise stated.
5
Page 6
3. BRIEF INFORMATION OF THE COMPANY
A. BRIEF HISTORY
The Company was established pursuant to Deed No.20 dated 19 June 1978 made before Sri Rahayu,
S.H., Notary in Jakarta, which was legalised by the Minister of Justice of the Republic of Indonesia
through Decree No.Y.A.5/245/12 dated 22 May 1979 and registered at the Jakarta District Court
Office under No.4491 dated 1 October 1979, and announced in Supplement No.682 of the State
Gazette of the Republic of Indonesia No.90 dated 9 November 1979.
The Company's Articles of Association have been amended several times, the latest amendment is
based on the Deed of Resolution of the Meeting of the Company No.21 dated 19 July 2024 made
before Ir. Nanette Cahyanie Handari Adi Warsito, S.H., Notary in Jakarta, which has obtained (i)
Receipt of Notification of Amendment of Articles of Association from the Minister of Law and
Human Rights based on his letter Number: AHU-AH.01.03-0176540 dated 26 July 2024. .03-
0176540 dated 26 July 2024; and (ii) Receipt of Notification of Amendment of Company Data from
the Minister of Law and Human Rights based on its letter Number: AHU-AH.01.09-0232138 dated
26 July 2024 and has been registered in the Company Register Number: AHU-
0154137.AH.01.11.Tahun 2024 dated 26 July 2024.
B. BUSINESS ACTIVITIES OF THE COMPANY
Pursuant to Article 3 of the Company's Deed of Meeting Resolution No. 40 dated July 18, 2022,
made before Ir. Nanette Cahyanie Handari Adi Warsito, S.H., Notary in Jakarta, which has been
approved by the MOLHR based on Decree No. AHU-0053393.AH.01.02 dated July 29, 2022 and
has been registered in the Company Register No. AHU-0147291.AH.01. .11 Year 2022 dated July
29, 2022, the purposes and objectives of the Company are to engage in food, restaurant, trading,
transportation and warehousing, representation and/or agency, industry, agriculture and animal
husbandry, education, management consulting, services, and telecommunications. To achieve these
purposes and objectives, the Company may carry out the following business activities:
1) Main Business Activities, among others (i) Restaurant and (ii) Catering Services for a Specific
Event (Event Catering);
2) Supporting Business Activities, including (i) Broiler Farming; (ii) Wholesale Trade in Chicken
Meat and Processed Chicken Meat; (iii) Warehousing and Storage; (iv) Cold Storage Activities;
(v) Motorized Transport for General Goods; (vi) Market Research; (vii) Wholesale Trade in
Household Appliances and Supplies; (viii) Wholesale Trade in Various Other Household
Goods and Supplies YTDL; (ix) Craft and Industrial Education; (x) Other Private Education;
(xi) Other Management Consulting Activities; (xii) Conventional Employer Pension Funds
and (xiii) Cordless Telecommunications Activities.
However, the current business activities that have been actually carried out by the Company are:
Restaurant and Catering Services for a Specific Event (Event Catering), as for what is meant by the
Catering Services business activity is a catering service that serves food orders for various events
such as parties, private, institutions and those related to food needs.
6
Page 7
C. STRUCTURE AND SHAREHOLDING COMPOSITION
Based on the Company's Shareholders Register issued by the Company's Securities Administration
Bureau, PT Raya Saham Registra, the composition of the Company's shareholders as of 28 February
2025 is as follows:
No. Nama Pemegang Saham Jumlah Saham Persentase
Kepemilikan
1 PT Gelael Pratama 1,596,111,050 40.00%
2 PT Indoritel Makmur 1,430,115,492 35.84%
Internasional, Tbk.
3 BBH luxembourg S/A Fidelity 315,194,800 7.90%
FD Sicav, FD FDS PAC FD
4 Public (each below 5%) 645,647,816 16.18%
5 Treasury stock 3,208,000 0.08%
Total 3,990,277,158 100.00%
D. MANAGEMENT AND SUPERVISION OF THE COMPANY
In accordance with the Company's Articles of Association, the Company is managed and led by the
Directors under the supervision of the Board of Commissioners. Members of the Directors and
Members of the Board of Commissioners are appointed by the GMS for a period of 5 years until
the closing of the GMS held 5 years later. The duties and authorities of the Directors and the Board
of Commissioners are stipulated in Article 12 and Article 15 of the Company's Articles of
Association, respectively.
Based on the Company's Deed of Meeting Resolution No.47 dated 26 August 2021 made before Ir.
Nanette Cahyanie Handari Adi Warsito, S.H., Notary in Jakarta, which has obtained Receipt of
Notification of Changes in Company Data from the Minister of Law and Human Rights based on
its letter Number: AHU-AH.01.03-0443963 dated 3 September 2021 and has been registered in the
Company Register Number: AHU-0150186.AH.01.11.Tahun 2021 dated 3 September 2021, the
composition of the Company's Directors and Board of Commissioners is as follows:
Board of Commissioners
President Commissioner : Anthoni Salim
Vice President Commissioner : Noni Rosalia Gelael Barki
Commissioner : Elisabeth Gelael
Commissioner : Benny Setiawan Santoso
Independent Commissioner : Achmad Baiquni
Independent Commissioner : Gunawan Solaiman
Directors
President Director : Ricardo Gelael
Vice President Director : Ferry Noviar Yosaputra
Director I : Justinus Dalimin Juwono
Director II : Cahyadi Wijaya
Director III : Fabian Gelael
Director IV : Adhi Indrawan
Director V : Wachjudi Martono
Unaffiliated Director : Omar Luthfi Anwar
E. OWNERSHIP STRUCTURE
7
Page 8
Hannawell Group Anthoni Salim PT Megah Eraraharja Public Ownership below
Limited 5%
(25,30%) (20,13%)
(39,35%) (15,22%)
Martin (Alm) Rudi
Elisabeth Ricardo Gelael Tanudjaja Tanudjaja
Gelael (81,44%) (13,43%) (4,04%) (1,1%)
BBH Luxembourgh PT Indoritel PT Gelael Pratama Public Ownership below
Makmur 5%
(7,90%) (40,00%)
Internasional Tbk.
(16,18%)
(35,84%)
PT Fast Food Indonesia Tbk.
In accordance with the provisions of Article 85 of OJK Regulation Number 3/POJK.04/2021
concerning the Implementation of Activities in the Capital Market Sector in conjunction with Article
1 point 4 of OJK Regulation Number 9/POJK.04/2018 concerning the Takeover of Public
Companies, it is stipulated that a public company must determine the controller, which is a party
that either directly or indirectly controls the company:
a. Owning more than 50% (fifty percent) of all shares with voting rights that have been fully paid
up; or
b. Having the ability to determine, either directly or indirectly, in any way the management and/or
policies of the Public Listed Company.
Based on the above definition, the Controlling Shareholder of the Company is PT Gelael Pratama
with direct share ownership of 40% (forty percent).
The ultimate beneficial owner of the Company is Elisabeth Gelael, as reported to the MOLHR on
27 February 2025.
In relation to the shareholding in the name of BBH Luxembourg, Hannawell Group Limited, and
PT Megah Eraraharja, the Company has limitations in obtaining information on the ownership
structure at the level of these legal entities. BBH Luxembourg and Hannawell Group Limited are
closed foreign legal entities, so information on beneficial owners is not publicly available. Meanwhile,
based on a search through the ahu.go.id website, the beneficial owners of PT Megah Eraraharja are
also foreign legal entities.
8
Page 9
The information presented above is publicly available information, including as stated in the
Company's Annual Report and share ownership report prepared in accordance with the provisions
of laws and regulations in the Capital Market sector.
9
Page 10
4. INFORMATION ABOUT PMTHMETD PLAN
The following is information regarding the PMTHMETD plan to be carried out by the Company:
a. Reason and Purpose of PMTHMETD
Pursuant to Article 3 paragraph a of POJK No.14/2019, the Company intends to conduct
PMTHMETD in order to improve its financial position, in relation to the current condition of the
Company which has negative net working capital and has liabilities exceeding 80% (eighty percent)
of the assets of the Company at the time of the GMS approving the capital increase, with details
based on Company’s Consolidated Financial Statements of the Company and its Subsidiary dated
31 December 2024 audited by Public Accounting Firm Purwantono, Sungkoro & Surja, as follows:
1) negative net working capital of Rp.1,675,315,520 (*) to the Company's total consolidated
current liabilities of Rp.2,291,914,466 (*); and
2) the ratio of total consolidated liabilities of Rp.3,401,488,684 (*) to total consolidated assets of
Rp.3,529,220,278 (*) is 96% or exceeds 80%.
The Company's net working capital was negative Rp.1,675,315,520 (*) due to the high value of the
Company's short-term liabilities consisting of bank loans, trade payables and other payables. The
Company's liabilities are 96% of its assets.
Therefore, the Company intends to request approval from the Company's shareholders for
PMTHMETD in order to improve the financial position as referred to in Article 3 paragraph a in
POJK No.14/2019, which will be used for the Company's working capital needs and can support
the Company's development in the future. The implementation of PMTHMETD provides payment
solutions for the Company's obligations.
Several benefits that will be obtained from the PMTHMETD plan, among others:
(i) The Company's capital structure will improve from Rp 127,731,594(*) to Rp 207,731,594(*);
and
(ii) The Company's ratio of liabilities compared to equity (total liabilities compared to total equity)
will improve from 26.63 x (twenty six point sixty three times) to 15.99 x (fifteen point ninety
nine times)
b. Information about PMTHMETD
The Company intends to conduct PMTHMETD through the issuance of up to 533,333,334 new
shares, with a nominal value of Rp.50 per share.
The new shares will be issued from the Company's portfolio and will be listed on the IDX in
accordance with the prevailing laws and regulations, including the Indonesia Stock Exchange
Regulation Number I-A. The new shares will have the same and equal rights in all respects including
the right to dividends with other shares of the Company.
(*) All Rupiah amounts are expressed in thousands of rupiah, unless otherwise stated.
10
Page 11
c. Proposed Use of Proceeds from PMTHMETD
All proceeds from the issuance of shares will be used for the Company's working capital, with details
as follows:
1) Rp52,000,000,000 (fifty-two billion Rupiah) will be used for the purchase of inventories and
payment of several current liabilities; and
2) Rp28,000,000,000 (twenty-eight billion Rupiah) will be used for employee efficiency
operational costs.
d. Exercise Price in PMTHMETD
Based on provision V.1.3. Appendix II of the Indonesia Stock Exchange Regulation Number I-A,
the determination of the exercise price of capital increase without Pre-emptive Rights in order to
improve the Company's financial position as stipulated in Article 3 paragraph a of POJK
No.14/2019, is determined based on the agreement of the parties, carried out in an arm's length
transaction, does not violate applicable laws, and is carried out without harming non-controlling
shareholders and non-major shareholders. In connection with this, the Company has determined
that the exercise price is Rp.150 per share (“Exercise Price”).
In determining the PMTHMETD Exercise Price, the Company considers the share trading price
for the last 25 days, and provides a number of discounts to shareholders participating in the
PMTHMETD. Based on the Company's share price history from January 2025 to March 2025, there
is a downward trend in the share price which is quite volatile every week with the most significant
decline of up to 20%. On the basis of this and coupled with the political situation in Indonesia which
affects the condition of the stock market, the Company took into account the share price at the time
of the GMS held in May and determined that the PMTHMETD Exercise Price of Rp150 is a
reasonable price.
e. Value of the PMTHMETD Plan
From the implementation of PMTHMETD, there will be an issuance of up to 533,333,334 ordinary
shares at an exercise price of Rp.150 per share, so that the total value is a maximum of
Rp.80,000,000,000 (full amount) which has been agreed between the Company and the Investor.
PMTHMETD is a Material Transaction as referred to in POJK No.17/2020, however based on
Article 33 letter c POJK No.17/2020, the Company is only required to fulfill the provisions
stipulated in POJK No.14/2019, the key points of which have been described in detail in this
Information to Shareholders.
f. Estimated Period of PMTHMETD Implementation
The issuance of up to 533,333,334 ordinary shares at the Exercise Price will be implemented
immediately after obtaining the approval of the EGMS planned on 16 May 2025, and will be carried
out no later than 20 June 2025, with due observance of the provisions of the prevailing laws and
regulations.
g. Analysis and Discussion by Management
All analysis and financial information presented in this Information to Shareholders is based on the
Consolidated Financial Statements of the Company and its Subsidiary dated 31 December 2024,
11
Page 12
which have been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja, with an
opinion of “Reasonable Without Exception”.
The additional capital carried out in the PMTHMETD plan is believed to be able to support the
development of the Company in the future and provide payment solutions for the Company's
obligations.
In addition, the issuance of up to 533,333,334 new shares in the PMTHMETD will cause an increase
in equity derived from additional paid-in capital and share capitalization. As a result of the
PMTHMETD, equity based on the Consolidated Financial Statements of the Company and its
Subsidiary dated 31 December 2024 audited by Public Accounting Firm Purwantono, Sungkoro &
Surja, will increase by Rp.80,000,000,000 (eighty billion Rupiah) full amount.
The following is a financial proforma
table based on Consolidated Financial Before PMTHMETD After PMTHMETD
Statements of the Company and its
Subsidiary dated 31 December 2024:
Consolidated Statement of
Financial Position In thousands Rupiah In thousands Rupiah
Assets
Current Assets 616,598,946 616,598,946
Non-current Assets 2,912,621,332 2,912,621,332
Total Assets 3,529,220,278 3,529,220,278
Liabilities
Current Liabilities 2,291,914,466 2,211,914,466
Long-term Liabilities 1,109,574,218 1,109,574,218
Total Liabilities 3,401,488,684 3,321,488,684
Equity
Share capital 199,513,858 279,513,858
Additional paid-up capital 944,469 944,469
Subtracted by treasury stock -
3,208,000 shares (3,272,525) (3,272,525)
Profit balance (148,820,789) (148,820,789)
Equity attributable to
owners of the parent entity 48,365,013 128,365,013
Non-controlling interest 79,366,581 79,366,581
Total Equity 127,731,594 207,731,594
Total liabilities & equities 3,529,220,278 3,529,220,278
Consolidated Statements of Profit or Before PMTHMETD After PMTHMETD
Loss and Other Comprehensive
Income In thousands Rupiah In thousands Rupiah
12
Page 13
Revenue 4,875,792,516) 4,875,792,516)
Cost of Revenue (2,034,958,565) (2,034,958,565)
Gross Profit 2,840,833,951) 2,840,833,951)
Expenses (3,703,393,911) (3,703,393,911)
Loss Before Income Tax (862,559,960) (862,559,960)
Income Tax 64,312,851) 64,312,851)
Loss for the Current Year (798,247,109) (798,247,109)
Total other comprehensive income for
the current year 133,347,227) 133,347,227)
Total Comprehensive Loss for the
Current Year (664,889,882) (664,889,882)
Ratios:
Current Ratio 0.27 0.28
Liability to Equity Ratio 26.63 15.99
Liability to Total Assets Ratio 0.96 0.94
Ratio of Profit for the Current Year to
0.16 0.16
Revenue
Ratio of Profit for the Current Year to
0.23 0.23
Total Assets
Ratio of Profit for the Current Year to
6.25 3.84
Total Equity
Loan to Equity Ratio 8.13 5.00
h. Risk or Impact of PMTHEMTD Plan
The implementation of PMTHMETD by increasing the Company's capital will provide the ability
for the Company to continue its business activities which in turn will provide value for the
Company's shareholders. Current conditions have shown positive growth in demand which provides
hope for the growth of the Company's business activities in the future.
Another risk or impact of the PMTHMETD plan is the potential dilution to other shareholders who
do not participate. After the PMTHMETD is implemented, the ownership percentage of each non-
participating shareholders will decrease (dilution) by 11.79% (eleven point seventy-nine percent).
Meanwhile, the ownership percentage of 2 major shareholders will increase: PT Gelael Pratama with
an increase in ownership percentage of 1.18% (one point eighteen percent) from 40% (forty percent)
to 41.18% (forty one point eighteen percent), and PT Indoritel Makmur Internasional Tbk with an
increase in ownership percentage of 1.67% (one point sixty seven percent) from 35.84% (thirty five
point eighty four percent) to 37.51% (thirty seven point fifty one percent).
i. Capital Structure of the Company Before and After the Implementation of PMTHMETD
The following table shows the composition of shareholders and capital structure before the
implementation of the PMTHMETD plan (based on the Company's Shareholders Register as of 28
February 2025 issued by the Company's Securities Administration Bureau, PT Raya Saham Registra)
and after the implementation of PMTHMETD.
Before After
13
Page 14
PMTHMETD PMTHMETD
(full amount) (full amount)
Description Shares Amount % Shares Amount %
Authorized Capital
Nominal Value Rp.50 15,960,000,000 Rp. 798,000,000,000 15,960,000,000 Rp. 798,000,000,000
Total Authorized
Capital
Issued and Fully Paid-
up Capital
Nominal Rp.50 3,990,277,158 Rp.199,513,857,900 4,523,610,492 Rp.226,180,524,600
PT Gelael Pratama 1,596,111,050 Rp.79,805,552,500 40.00% 1,862,777,717 Rp.93,138,885,850 41.18%
PT Indoritel Makmur
Internasional Tbk 1,430,115,492 Rp.71,505,774,600 35.84% 1,696,782,159 Rp.84,839,107,950 37.51%
BBH Luxembourg 315,194,800 Rp.15,759,740,000 7.90% 315,194,800 Rp.15,759,740,000 6.97%
Public 645,647,816 Rp.32,282,390,800 16.18% 645,647,816 Rp.32,282,390,800 14,.27%
Treasury Stock 3,208,000 Rp.160,400,000 0.08% 3,208,000 Rp.160,400,000 0.07%
Total Issued and Paid-
up Capital 3,990,277,158 Rp.199,513,857,900 100% 4,523,610,492 Rp. 226,180,524,600 100%
Total Shares in
Reserve 11,969,722,842 Rp.598,486,142,100 11,436,389,508 Rp,571,819,475,400
Capital Paid in Excess
of Par Value Rp,53,333,333,400
The Company does not plan to issue shares with different nominal values. The determination of the
exercise price will refer to the calculation stipulated in the Indonesia Stock Exchange Regulation
Number I-A.
j. Control over the Company After the Implementation of the PMTHMETD plan
There is no change of control in the Company after the PMTHMETD plan is implemented.
k. Information on Investor
The investors are PT Gelael Pratama and PT Indoritel Makmur Internasional, Tbk, each of which
will make capital payment to the Company proportionally through the PMTHMETD (“Investors”).
The Investors have committed to the Company to deposit funds in cash for the implementation of
this PMTHMETD. Both are companies that have adequate financial capacity and a good track
record in supporting funding activities in the Company. Therefore, the Company believes that the
Investors has sufficient funds and adequate financial capacity to carry out the full deposit of all
shares to be issued in this PMTHMETD plan.
In depositing funds for the implementation of this PMTHMETD plan, the Investors needs to do
the following things:
1. PT Indoritel Makmur Internasional Tbk requires the approval of its Board of
Commissioners, and such approval has been obtained based on the approval of the Board
of Commissioners of PT Indoritel Makmur Internasional Tbk dated 28 April 2025;
2. PT Indoritel Makmur Internasional Tbk must notify one of its creditors, namely PT Bank
Mandiri (Persero) Tbk. in writing no later than 30 days after the participation of shares;
14
Page 15
3. PT Gelael Pratama equires the approval of its Board of Commissioners, and such approval
has been obtained based on the approval of the Board of Commissioners of PT Gelael
Pratama 28 April 2025;
Furthermore, the Company confirmed that there are no additional obligations to obtain approvals
or make notifications other than those disclosed in this Information to Shareholders that must be
obtained by PT Gelael Pratama and PT Indoritel Makmur Internasional Tbk.
The Investors has also ensured that the Investors will comply with the laws and regulations in the
Capital Market sector in connection with the PMTHMETD plan.
Affiliation Relationship with the Company
The Investors are affiliated with the Company, because the Investors are the main shareholders of
the Company.
Based on the above, PMTHMETD is an Affiliated Party Transaction as mentioned in POJK
No.42/2020, however, based on Article 44B POJK No.14/2019, the Company is exempted to
comply with the provisions under POJK No.42/2020.
Explanation, considerations and reasons for the capital increase by the investor who is an
affiliated party compared to if it is not carried out by an affiliated party.
In connection with the urgency of the implementation of this PMTHMETD in order to improve
the financial position where the proceeds from PMTHMETD need to be used immediately for the
Company's working capital needs, the Investors as an affiliated party of the Company is considered
to have more immediate readiness to provide support for the Company in providing funds in such
amount. If the Company tries to obtain funding through PMTHMETD from unaffiliated investors,
the process will take a very long time, especially with the Company's current condition which has
negative net working capital and total liabilities to total assets that have exceeded 80%. All shares
issued in PMTHMETD will be subscribed by the Investors.
15
Page 16
5. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Regarding the PMTHMETD as described in this Information to Shareholders, the Company intends to
seek approval from the EGMS which will be held on:
Day, date : Friday, 16 May 2025.
Hours : 09.00 a.m. - finish
Venue : Gelael Building 5th Floor, Jl. Let.Jend.MT Haryono Kav.7, Jakarta 12810.
This information is in line with the EGMS announcement that has been published on eASY.KSEI, the
Exchange website (IDXnet), and the Company's website on 18 March 2025 as amended based on the
announcement of the change of the company’s GMS schedule that publish on the website of the Indonesia
Stock Exchange (“IDX”), the Company’s website and eASY.KSEI on 27 March 2025.
For information, important dates that need to be considered in relation to the holding of the Company's
EGMS are as listed in the following schedule table:
No. Activity Schedule
1. Notification of EGM agenda to OJK 11 March 2025
2. Announcement of EGM (eASY.KSEI, IDX and 18 March 2025
Company website)
3. Information to Shareholders regarding PMTHMETD 18 March 2025
(IDX and Company website)
4. Announcement of Changes to the Company’s GMS 27 March 2025
Schedule
5. Recording Date 23 April 2025
6. EGM Invitation (eASY.KSEI, IDX and Company 24 April 2025
website)
7. EGMS 16 May 2025
8. Reporting of EGM Minutes Summary (eASY.KSEI, 20 May 2025*
IDX and Company website)
9. Reporting of EGM Minutes to OJK 20 May 2025*
* will be carried out no later than the date mentioned above.
Furthermore, in connection with the PMTHMETD as described in this Information to Shareholders, the
Company intends to seek approval from the EGMS with due observance of the following provisions:
a. In accordance with the provisions of Article 41 POJK No.15/2020 and the provisions of Article 23
of the Articles of Association of the Company, for the PMTHMETD as referred to in this
Information to Shareholders, the EGMS of the Company must be attended by shareholders
representing more than ½ of the total shares with valid voting rights and the resolution is approved
by more than ½ of the total votes validly cast in the EGMS.
b. In the event that the attendance quorum and resolutions in the first EGMS cannot reach the required
quorum, the second EGMS may be held provided that the second EGMS is valid and entitled to
make decisions if the EGMS is attended by shareholders representing at least 1/3 of the total shares
with valid voting rights. The resolution of the second EGMS shall be valid if approved by more
than ½ of the total shares with valid voting rights present at the EGMS.
16
Page 17
c. In the event that the attendance quorum at the second EGMS as referred to above is not achieved,
the third EGMS may be held provided that the third EGMS is valid and entitled to make decisions
if attended by shareholders of shares with valid voting rights and the attendance quorum of the
decision determined by OJK at the request of the Company.
Company's EGMS Agenda in Relation With PMTHMETD
Approval of the Company's plan to conduct PMTHMETD in order to improve its financial position as
referred to in Article 3 paragraph a of POJK No.14/2019.
17
Page 18
6. RECOMMENDATION OF THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS OF THE COMPANY
This Information to Shareholders has been approved by the Board of Commissioners and Board of
Directors of the Company, and therefore the Board of Commissioners and Board of Directors of the
Company are responsible for the accuracy of the information contained therein. All material information
and opinions expressed in this Information to Shareholders are true and can be accounted for and that
there is no other material information that has not been disclosed that could cause this statement to be
untrue or misleading.
The Board of Directors and Board of Commissioners of the Company recommend to all shareholders to
approve the PMTHMETD plan as mentioned in this Information to Shareholders. In providing such
recommendation to the shareholders, the Board of Directors and Board of Commissioners of the
Company have reviewed the benefits of the PMTHMETD plan, and therefore believe that the
implementation of the PMTHMETD plan is the best choice for the Company and all shareholders.
18
Page 19
7. ADDITIONAL INFORMATION
Shareholders of the Company who require further information regarding the PMTHMETD plan as
disclosed in this Information to Shareholders, may contact the Company during business hours (09.00 a.m
to 17.00 p.m) on Monday through Friday (except holidays) at:
PT FAST FOOD INDONESIA TBK:
Gedung Gelael, Jl. MT. Haryono Kav. 7
Tebet Barat, Tebet, Jakarta Selatan
DKI Jakarta, Indonesia
Telepon: +62 (021) 8301133
Website: www.kfcku.com
E-mail: jd.juwono@kfcindonesia.com
Jakarta, 14 May 2025
Directors of the Company
19
Names mentioned 37 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
org
INDONESIA STOCK EXCHANGE
p.1 ×7
unresolved
org
Minister of Law and Human Rights
p.2 ×3
unresolved
org
Bapepam-LK
p.2 ×2
unresolved
org
PT Raya Saham Registra.
p.2 ×3
unresolved
person
Poerbaningsih Adi Warsito
· Notaris
p.4 ×3
unresolved
person
Ir. Nanette Cahyanie Handari Adi Warsito
· Notaris
p.5 ×11
unresolved
org
Minister of Justice
p.6
unresolved
org
District Court
p.6
unresolved
org
Minister of Law
p.6
unresolved
—
BBH luxembourg S/A Fidelity
p.7 ×4
unresolved
person
Ferry Noviar Yosaputra
· President Director
p.7 ×3
unresolved
org
Internasional Tbk.
p.8
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.