Back to announcement
20250430_SMGR_Laporan Informasi dan Fakta Material_31880873_lamp3.pdf
Other Text extracted SMGRSource file signed link, expires in 15 minutes
Extracted text 9
Page 1
PT SEMEN INDONESIA (PERSERO) TBK
DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT SEMEN INDONESIA (PERSERO) TBK RELATED TO
THE COMPANY’S SHARES BUYBACK AND THE PLAN FOR THE TRANSFER OF
SHARES RESULTING FROM SHARES BUYBACK
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS IMPORTANT TO BE READ AND
CONSIDERED BY THE SHAREHOLDERS OF PT SEMEN INDONESIA (PERSERO) TBK
If you have any difficulty understanding the information stated in this Disclosure of Information (as
defined below) or are unsure whether to make any decision, we recommend you to consult with a
securities broker, investment manager, legal advisor, public accountant, or other professional
advisors.
PT SEMEN INDONESIA (PERSERO) TBK
Based in Jakarta
(Company)
Main Business Activities:
Cement industry, including production activities, mining and/or excavation of materials
required for the cement industry or other industries, trading, marketing, and distribution
related to the cement industry, as well as the provision of services for the cement industry
and/or other industries.
Head office
South Quarter Building
Tower A, 19th-20th floor
Jalan R.A. Kartini Kav.8, West Cilandak
South Jakarta 12430, Indonesia
Phone: (021) 526 1174-5
Fax: (021) 526 1176
Website: www.sig.id
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY,
RESPECTIVELY AND COLLECTIVELY, ARE RESPONSIBLE FOR THE ACCURACY AND
COMPLETION OF THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF INFORMATION
AND AFTER CONDUCTING A THOROUGH REVIEW, AFFIRM THAT THE INFORMATION IN THIS
DISCLOSURE OF INFORMATION IS TRUE, AND THERE ARE NO MATERIAL AND RELEVANT
FACTS THAT HAVE BEEN LEFT OUT OR OMITTED FROM THIS DISCLOSURE OF
INFORMATION, WHICH COULD MAKE THE INFORMATION PROVIDED IN THIS DISCLOSURE
OF INFORMATION INACCURATE AND/OR MISLEADING.
This Disclosure of Information is prepared and addressed to the Shareholders of the Company and
the public in order to comply with the Financial Services Authority Regulation No. 29 of 2023 on
Buyback of Shares Issued by Public Companies.
This Disclosure of Information was published on 15 April 2025.
1
Page 2
DEFINITION
Cement : Subsidiary entities operating in business sectors related to building
Subsidiaries materials, particularly in the production, distribution, and utilization of
cement products, including:
1. PT Semen Padang;
2. PT Semen Gresik;
3. PT Semen Tonasa;
4. PT Semen Baturaja Tbk;
5. PT Solusi Bangun Indonesia Tbk.
IDX : Indonesia Stock Exchange (PT Bursa Efek Indonesia).
Securities : PT Datindo Entrycom, a securities administration bureau that manages
Administration the Company's securities.
Bureau
Disclosure of : Disclosure of information to the Company’s Shareholders in compliance
Information with OJK Regulation No. 29/2023.
OJK : Otoritas Jasa Keuangan (OJK) or Financial Services Authority, an
independent institution free from interference by other parties, which has
the function and authority to regulate, supervise, examine, and
investigate as stipulated in Law No. 21 of 2011 on the Financial Services
Authority, as last amended by Law No. 4 of 2023 on the Development
and Strengthening of the Financial Sector.
The Company’s : The shareholders of the Company whose names are registered in the
Shareholders shareholders register issued by the Securities Administration Bureau.
Share Ownership : A share ownership program resulting from shares obtained from the
Program for Shares Buyback during the Condition of Significant Market Fluctuations
Employees, the and the Shares Buyback of Shares intended for Employees, the Board
Board of Directors, of Directors, and the Board of Commissioners who meet certain criteria
and the Board of and requirements as stipulated in the Company's policy; that is carried
Commissioners out through the granting of stock options and/or other mechanisms under
specific procedures and conditions to be determined based on the best
judgment of the Company’s management, with due observance of OJK
regulations and the prevailing laws and regulations.
Minister of SoEs : Regulation of the Minister of State-owned Enterprises of the Republic of
Regulation No. Indonesia No. PER-3/MBU/03/2023 on the Structure and Human
3/2023 Resources of State-owned Enterprises.
OJK Regulation No. : OJK Regulation No. 29/POJK.04/2023 dated 29 December 2023 on the
29/2023 Buyback of Shares Issued by Public Companies.
The Company : PT Semen Indonesia (Persero) Tbk a limited liability company
established under the laws of the Republic of Indonesia, based in
Jakarta.
2
Page 3
DEFINITION
Shares Buyback : The buyback of the Company's shares that have been issued and listed
on the Indonesia Stock Exchange, as referred to in OJK Regulation No.
29/2023.
Shares Buyback : The Shares Buyback disclosed through the Disclosure of Information to
Under Significantly the Shareholders of PT Semen Indonesia (Persero) Tbk., in relation to
Fluctuating Market the Company’s Shares Buyback under Shares Buyback Under
Conditions Significantly Fluctuating Market Conditions, as referred to in OJK
Regulation No. 13/2023 and OJK Regulation No. 29/2023.
Transfer of Shares : The transfer of shares resulting from the shares buyback as referred to
from Shares in OJK Regulation No. 29/2023, that is through the Share Ownership
Buyback Program for Employees, the Board of Directors, and the Board of
Commissioners and/or other methods to be determined further based on
the best judgment of the Company's management.
SFAS : Statement of Financial Accounting Standards.
GMS : General Meeting of Shareholders of the Company.
Law No.40/2007 : Law No. 40 of 2007 on Limited Liability Companies, as last amended by
Law No. 6 of 2023 on the Establishment of the Government Regulation
in Lieu of Law No. 2 of 2022 on Job Creation into Law.
DISCLOSURE OF INFORMATION
REGARDING SHARES BUYBACK PLAN
The Company will hold a GMS on Friday, May 23, 2025, with one of the main agenda being the
request for approval from the Company’s Shareholders regarding the planned Shares Buyback in
accordance with the provisions of the Company Law, OJK Regulation No. 29/2023, and other
applicable laws and regulations.
This Disclosure of Information is provided to the Company’s shareholders to offer clear information
and a detailed overview of the planned Shares Buyback, allowing the shareholders to make an
informed decision regarding the Shares Buyback plan.
BRIEF DESCRIPTION OF THE COMPANY
The Company was initially established under the name PT Semen Gresik (Persero) with Deed No.
81 dated 24 October 1969, executed before Juliaan Nimrod Siregar, SH., Notary in Jakarta, and was
approved by the Minister of Law and Human Rights through Decree No. J.A.5/129/5 dated 18
November 1969, and published in the State Gazette of the Republic of Indonesia No. 95 dated 28
November 1969, Supplement No. 255/1969 (“Deed of Establishment”).
The Company’s Articles of Association have been amended several times, with the latest amendment
through Deed No. 7 dated 3 May 2024, executed before Aulia Taufani, Bachelor of Law, Notary in
South Jakarta Administrative City. The notification of this amendment was received by the Minister
of Law and Human Rights through Receipt of Notification of Amendment to the Articles of Association
No. AHU-AH.01.03-0117988 dated 22 May 2024, and was registered in the Company Register No.
AHU-0099200.AH.01.11.Year 2024 on 22 May 2024 (“Articles of Association”).
3
Page 4
ESTIMATED SCHEDULE FOR THE IMPLEMENTATION OF
SHARES BUYBACK
The Company will carry out the Shares Buyback with the following estimated timeline:
No. Description Date
1. Announcement of the GMS and Disclosure of Information
to the Company’s Shareholders regarding the Shares
Buyback plan through the IDX website, eASY.KSEI 15 April 2025
website, and the Company’s website https://www.sig.id/
2. Invitation to GMS to the Company’s Shareholders through
the IDX website, eASY.KSEI website, and the Company’s
30 April 2025
website https://www.sig.id/
3. GMS approval regarding Shares Buyback plan
23 May 2025
4. Shares Buyback Period Within no later than 12 months
after the date of the GMS, or
24 May 2025 – 23 May 2026
ESTIMATED NOMINAL AMOUNT OF ALL SHARES AND COST OF
SHARES BUYBACK
The estimated allocation of funds to be used for the Shares Buyback of the Company is a maximum
of IDR 300,000,000,000. This amount is included in the allocation of funds used for the Shares
Buyback Under Significantly Fluctuating Market Conditions by the Company, with the estimated
allocated funds for use in the Shares Buyback Under Significantly Fluctuating Market Conditions
amounting a maximum of IDR200,000,000,000, or other allocation that will be determined by the
Company’s management. The estimated cost of the Shares Buyback includes brokerage fees and
other expenses.
The number of shares in the implementation of Shares Buyback shall not exceed 10% of the
Company’s issued and paid-up capital and shall remain within the limits as stipulated by the
applicable laws and regulations.
The Company’s Free Float Shares after the Shares Buyback will not be less than 7.5% of the total
outstanding shares, in accordance with the provisions of the applicable laws and regulations.
EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE
IMPLEMENTATION OF BUYBACK
The proposed Shares Buyback aims to demonstrate to the public that the Company has strong
confidence and trust in its growth, while also signaling to investors that the Company considers the
current share price does not reflect the Company’s fundamentals.
The implementation of the Company’s Shares Buyback is also driven by the Company’s plan to
implement a share ownership program for Employees, the Board of Directors, and the Board of
Commissioners, as well as the Board of Directors and Board of Commissioners of its Cement
Subsidiaries. It is intended to strengthen engagement of the sustainability of the Company’s
performance in the long-term.
The Company’s Shares Buyback plan is expected to strengthen confidence in the Company’s long-
term value and prospects, as well as maintain stakeholders’ trust in the Company’s commitment to
support sustainable growth. The Company believes that the planned Shares Buyback will have a
positive impact on the Company’s Shareholders in terms of earnings per share.
4
Page 5
ESTIMATION OF THE DECREASE IN THE COMPANY’S REVENUE
AS A RESULT OF THE SHARES BUYBACK IMPLEMENTATION AND THE IMPACT
TO THE COMPANY’S FINANCING COSTS
The Company believes that the implementation of the Shares Buyback transaction will not have a
result in a material decrease in the Company’s revenue business activities, as the Company has
sufficient working capital and cash flow to finance the Shares Buyback alongside its business
activities, and there is no impact that is material in nature on the Company’s financing costs as a
result of the Shares Buyback implementation.
PRO FORMA OF EARNINGS PER SHARE
AFTER THE IMPLEMENTATION OF SHARES BUYBACK
The following is the pro forma Consolidated Financial Statements as of 31 December 2024 (Audited),
taking into account the maximum Shares Buyback amounting to IDR300,000,000,000:
Financial Report Period Ending 31 December 2024
Description Before
Impact After Shares Buyback
Shares Buyback
Total Assets 76,993,082 -300,000 76,693,082
(IDR million)
Total Equity 48,307,211 -300,000 48,007,211
(IDR million)
Total Equity Attributable 43,771,520 -300,000 43,471,520
to the Owners of the
Parent Entity
(IDR million)
Profit for the Year 771,674 771,674
(IDR million)
Profit for the Year 719,763 719,763
Attributable to the
Owners of the Parent
Entity
(IDR million)
Earnings per Share 106.6 2.2 108.8
Attributable to the
Owners of the Parent
Entity (IDR)
Return on Equity (ROE) 1.64% 0.01% 1.65%
Return on Assets (ROA) 1.00% 0.00% 1.00%
SHARE PRICE LIMITATION FOR SHARES BUYBACK
The Company will conduct the Shares Buyback in accordance with the provisions of OJK Regulation
No. 29/2023, whereby the Shares Buyback price will depend on the type of transaction conducted by
the Company in the implementation of the Shares Buyback.
The Shares Buyback will be carried out through transactions on the IDX, and the offer price must be
equal to or lower than the previous transaction price.
TIME PERIOD RETSRICTION OF SHARES BUYBACK
The Shares Buyback period will be carried out and completed no later than 12 (twelve) months after
the approval of the Shares Buyback plan at the GMS scheduled to be held on 23 May 2025, in
accordance with the provisions of OJK Regulation No. 29/2023, which is within the period of 24 May
2025 – 23 May 2026.
5
Page 6
METHOD TO BE USED FOR SHARES BUYBACK
The Company will conduct the Shares Buyback through the Stock Exchange either in stages or in
full, as regulated in OJK Regulation No. 29/2023, and will be conducted through 1 (one) member of
the Indonesia Stock Exchange.
MANAGEMENT DISCUSSION AND ANALYSIS REGARDING
THE IMPACT OF THE SHARES BUYBACK ON THE COMPANY’S
FUTURE BUSINESS ACTIVITIES AND GROWTH
The Shares Buyback is believed to have no material negative impact on the Company’s business
operations and growth. In this regard, the Company’s working capital and cash flow are sufficient to
finance the Shares Buyback alongside its business activities, considering that the Shares Buyback:
1. will not have a significant impact on the Company’s operations, as it is expected to have only a
minimal impact on the Company’s financing costs;
2. is projected to enhance the engagement of the Company’s Employees, the Board of Directors,
and the Board of Commissioners as well as its Subsidiaries, with the continued improvement of
the Company’s performance in the long term through the Shares Buyback program’s transfer of
shares into a stock ownership program; and
3. will only reduce the Company’s assets and equity by the amount realized for the Shares
Buyback, which is a maximum of IDR300,000,000,000.00,
the Company believes that the implementation of the Shares Buyback will not have any material
negative impact on its business activities and growth, as the Company currently has sufficient
working capital and cash flow to carry out and finance all business activities, business development
activities, operational activities, and the Shares Buyback.
SOURCE OF FUNDS FOR THE IMPLEMENTATION OF SHARES BUYBACK
The source of funds to be used for the implementation of the Company’s Shares Buyback will be
entirely derived from the Company’s internal funds. The funds used for the Shares Buyback is not
the result of Public Offering proceeds, loans and/or any form of indebtedness, and will not significantly
affect the Company’s financial capability to meet its maturing obligations.
DISCLOSURE OF INFORMATION ON THE PLAN FOR THE TRANSFER OF SHARES
RESULTING FROM THE SHARES BUYBACK THROUGH THE IMPLEMENTATION OF
SHARE OWNERSHIP PROGRAM FOR EMPLOYEES, BOARD OF DIRECTORS, AND
BOARD OF COMMISSIONERS
After the full completion of the Shares Buyback or after the end of the Shares Buyback period, the
Company will transfer the shares resulted from the Shares Buyback through the implementation of
the Shares Ownership Program for Employees, the Board of Directors, and the Board of
Commissioners, in accordance with the applicable laws and regulations, particularly OJK Regulation
No. 29/2023.
As a note, in addition to the Shares Ownership Program for Employees, the Board of Directors, and
the Board of Commissioners, the Company also plans to conduct transfer of shares resulting from
the shares buyback using methods to be determined further based on the best considerations of the
Company's management, taking into account the applicable laws and regulations, particularly OJK
Regulation No. 29/2023.
BACKGROUND OF THE SHARES BUYBACK TO BE TRANSFERRED
1. Date of GMS Approval for the Shares Buyback
The request for GMS approval for the Shares Buyback and the transfer of shares resulted from
Shares Buyback through the Share Ownership Program for Employees, the Board of Directors,
and the Board of Commissioners will be held on 23 May 2025.
6
Page 7
2. Shares Buyback Execution Period
The buyback will be conducted and completed no later than 12 (twelve) months after the
approval of the Shares Buyback plan in the GMS that approves of Shares Buyback that will be
held on 23 May 2025.
3. Shares Buyback Realization
The realization of the Shares Buyback of shares will occur within the execution period of Shares
Buyback.
4. Source of Shares Resulted from Shares Buyback
The source of shares to be transferred shall originate from the shares acquired through Shares
Buyback conducted within the Shares Buyback implementation period as well as the Shares
Buyback Under Significantly Fluctuating Market Conditions.
5. Time Limit for the Transfer of Shares From the Shares Buyback
The Company will conduct the Transfer of Shares Resulted from the Shares Buyback the no
later than 3 (three) years after the completion of the Shares Buyback, with the possibility of
extension in accordance with the provisions of OJK Regulation No. 29/2023.
6. Number of Shares to Be Transferred
The Company will conduct the Transfer of Shares Resulted from the Shares Buyback and
transfer of shares from the Shares Buyback Under Significantly Fluctuating Market Conditions
through the Share Ownership Program for Employees, the Board of Directors, and the Board of
Commissioners, with a maximum number equal to the realization of Shares Resulted from the
Shares Buyback and transfer of shares from the Shares Buyback Under Significantly Fluctuating
Market Conditions.
PURPOSE OF SHARE TRANSFER
The transfer of shares from the buyback and from the buyback under significantly fluctuating market
conditions will be carried out through the implementation of the Share Ownership Program for
Employees, Directors, and Commissioners and/or other methods to be determined based on the best
judgment of the Company’s management, in accordance with applicable regulations, particularly OJK
Regulation No. 29/2023.
The Share Ownership Program for Employees, Directors, and Commissioners aims to enhance the
sense of ownership (sense of belonging) towards the Company, which is expected to result in
improved corporate performance overall, thereby increasing the company's value that can be enjoyed
by the Company’s stakeholders. This program is also grounded in the management's confidence in
the company’s future performance and prospects, which are expected to continue improving, thus
providing value to the Company’s stakeholders.
REQUIREMENTS FOR EMPLOYEES, DIRECTORS, AND/OR COMMISSIONERS TO
RECEIVE SHARE TRANSFERS
The requirements for employees, directors, and/or commissioners, based on the Minister of State-
Owned Enterprises Regulation No. 3/2023 and applicable regulations, are as follows:
1. Participants in the Share Ownership Program for Employees, Directors, and Commissioners
consist of:
a. Directors and Commissioners of the Company, excluding independent commissioners of
the Company;
b. Directors and Commissioners of the Cement Subsidiaries, excluding independent
commissioners, with specific criteria to be determined by the Company;
c. Employees with specific criteria to be determined by the Company.
7
Page 8
2. The conditions for program participants, option rights, and/or other requirements will be
determined by the Company at a later date.
3. If there is a Share Ownership Program for Employees, Directors, and Commissioners
specifically designated for independent commissioners, the form of shares or share-based
instruments will be converted and provided in cash, in accordance with the applicable
regulations.
IMPLEMENTATION PERIOD PLAN (EXERCISE)
The transfer of shares from the Shares Buyback and the Shares Buyback Under Significantly
Fluctuating Market Conditions will be carried out gradually as follows:
1. for the Shares Buyback Under Significantly Fluctuating Market Conditions, it will be carried out
within a maximum period of 3 (three) years after the completion of the Shares Buyback Under
Significantly Fluctuating Market Conditions and may be extended in accordance with the
provisions of OJK Regulation No. 29/2023;
2. for the Shares Buyback conducted in accordance with OJK Regulation No. 29/2023, it will be
carried out within a maximum period of 3 (three) years after the completion of the Shares
Buyback and may be extended in accordance with the provisions of OJK Regulation No.
29/2023.
EXECUTION PRICE OR METHOD OF CALCULATING THE EXECUTION PRICE OF
SHARES
The execution price or the method of calculating the price for the Transfer of Shares from the Shares
Buyback will refer to the applicable SFAS provisions regarding share-based payments at the time of
execution.
AMOUNT OR PAYMENT BY EMPLOYEES, DIRECTORS, AND/OR BOARD OF
COMMISSIONERS
Employees, Directors, and/or the Board of Commissioners may have the option to pay for the
Transfer of Shares from the Shares Buyback at a value to be determined later by the Company.
PROFORMA CAPITAL STRUCTURE BEFORE AND AFTER THE EXERCISE PERIOD
Based on the Company's analysis, there are no significant changes in the Company's financial
indicators resulting from the Transfer of Shares from the Shares Buyback. Below is the proforma of
the Financial Statement as of December 31, 2024 (Audited), after the full Transfer of Shares from
the Shares Buyback and the Shares Buyback Under Significantly Fluctuating Market Conditions:
Financial Report Period Ending on December 31, 2024
Description
Before Before Before Before Before
Total Equity (IDR 48,307,211 -300,000 48,007,211 300,000 48,307,211
million)
OTHER INFORMATION
1. In the event of any changes or additions to this Disclosure of Information, the changes or
additions will be announced no later than 2 business days before the General Meeting of
Shareholders (GMS) is held.
2. The Company complies with the provisions stipulated in Article 43 of OJK Regulation No.
29/2023 for the implementation of the Shares Buyback, whereby the following parties:
a. Employees, Board of Directors, Board of Commissioners, and major shareholders of the
Company;
8
Page 9
b. individuals who, due to their position, profession, or business relationship with the Company
may have access to insider information;
c. parties who, within the last 6 (six) months, are no longer included as the parties referred to
in points a or b above,
are prohibited from conducting transactions on the Company’s shares on the same day as the
execution of the Shares Buyback and the sale of shares from the Shares Buyback by the
Company through IDX.
3. For further information related to this Disclosure of Information, Company’s Shareholders may
contact the Company's Corporate Secretary on any business day and during the Company's
working hours at the address provided below:
Corporate Secretary
PT SEMEN INDONESIA (PERSERO) TBK
Head Office
South Quarter Building
Tower A, 19th-20th floor
Jalan R.A. Kartini Kav.8, West Cilandak
South Jakarta 12430, Indonesia
Phone: +62-21-5261174-5
Fax: +62-21-5261176
Website: www.sig.id
E-mail: corporate.secretary@sig.id
Jakarta, 15 April 2025
Board of Directors of the Company
9
Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
PT Semen Padang
p.2
unresolved
org
PT Semen Gresik
p.2 ×2
unresolved
org
PT Semen Tonasa
p.2
unresolved
org
Indonesia Stock Exchange
p.2 ×3
unresolved
org
PT Datindo Entrycom
p.2
unresolved
org
Minister of SoEs
p.2
unresolved
org
Minister of State-owned Enterprises
p.2
unresolved
—
Regulation
p.2
unresolved
—
3/2023
p.2
unresolved
—
29/2023
p.2
unresolved
person
Juliaan Nimrod Siregar
· Notaris
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Minister of State-Owned Enterprises Regulation
p.7
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.