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20250430_AMMN_Laporan Informasi dan Fakta Material_31879719_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF PT AMMAN MINERAL INTERNASIONAL TBK (“COMPANY”) FOR THE COMPANY'S PLAN TO CONDUCT SHARES BUYBACK IN CONDITIONS OF SIGNIFICANT MARKET FLUCTUATIONS NMNN AMMAN PT Amman Mineral Internasional Tbk Domiciled in South Jakarta, Indonesia Main Business Activity: Holding company activities Head Office: Menara Karya 6!" Floor Unit A, B, C and H Jl. H.R. Rasuna Said Blok X-5 Kavling 1-2 South Jakarta 12950 Phone: 021 5799 4600: Facsimile: 021 576 1464 Email: corporate.secretary@amman.co.id Website: www.amman.co.id Information contained in this Disclosure of Information is important to be read and understood by the shareholders of PT Amman Mineral Internasional Tbk. If you experience difficulty in understanding the information contained in this Disclosure of Information or are hesitant in making a decision, you should consult with a securities broker, investment manager, legal counsel, public accountant or other professional advisors. This Disclosure of Information is issued on 30 April 2025
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INTRODUCTION This information disclosure is presented to the Company's shareholders in relation to the Company's plan to conduct a share buyback of its issued shares listed on the Indonesia Stock Exchange (“IDX”), under conditions of significant market fluctuations. The proposed share buyback will be carried out in accordance with (i) Financial Services Authority (“OJK”) Regulation No. 29 of 2023 concerning Shares Buyback Issued by Public Companies (“OJK Regulation No. 29/2023”): (ii) OJK Regulation No. 13 of 2023 concerning Policies for Maintaining Performance and Stability of the Capital Market in Conditions of Significant Market Fluctuations (“OJK Regulation No. 13/2023”): and (iii) Letter of the Executive Head of Capital Market, Derivative Finance, and Carbon Exchange Supervision No. S-17/D.04/2025 dated 18 March 2025 on the Policy on the Implementation of Share Buyback by a Public Company in Conditions of Significant Market Fluctuations (“Letter No. S-17/D.04/2025”) (“Shares Buyback”). In accordance with Article 7 of the OJK Regulation No. 13/2023 and Letter No. S-17/D.04/2025, the Company may conduct the Shares Buyback without obtaining prior approval from the Company's general meeting of shareholders. INFORMATION ON THE SHARES BUYBACK PLAN a. Estimated Schedule, Estimated Costs for the Shares Buyback and Estimated Number of Buyback Shares In reference to Article 9 paragraph (4) of the OJK Regulation No. 13/2023, the Shares Buyback will be conducted within a maximum period of three months after the date of this Disclosure of Information, as follows: No. Description Date 1. Disclosure of Information of the Shares | 30 April 2025 Buyback Plan 2. Estimated Schedule of the Shares | 30 April 2025-31 July 2025 Buyback The costs for implementing the Share Buyback will be funded through the Company's internal cash reserves, without affecting the Company's operational activities. The Company estimates that the total cost allocated for the Share Buyback shall be up to USD50,000,000.00 (fifty million United States Dollar) or eguivalent to IDR835,000,000,000 teight hundred thirty-five billion Rupiah) assuming 1USD (one United States Dollar) is eguivalent to IDR16,700 (sixteen thousand seven hundred Rupiah). This amount includes transaction costs, brokerage fee and other costs related to the Shares Buyback which are estimated amounting to IDR1,700,000,000 (one billion seven hundred million Rupiah) or about 0.296 (zero-point two percent). Based on the share price as at the date of this Disclosure of Information, the estimated number of shares to be bought back is estimated to be not more than 0.1796 (zero-point one seven percent) of the Company's issued and paid-up capital. This remains well within and will not exceed 20X (twenty percent) of the Company's paid-up capital as stipulated in Article 8 of the OJK Regulation No. 13/2023 and remains adhered to Article 14 of the OJK Regulation No. 29/2023. b. Explanation, Consideration, and Reasons for the Shares Buyback The Company's considerations in conducting the Shares Buyback are to improve shareholder returns and reinforce investor confidence, thereby enabling the Company's share price to more precisely reflect the fundamental value of the Company.
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Cc. 8 Estimated Decline in the Company's Revenue resulting in the Implementation of the Shares Buyback and Impact on the Company's Financing Costs The Company estimates that there will be no material adverse impact on the revenue of the Company resulting from the implementation of the Shares Buyback since the Company has sufficient working capital and cash flows to implement the Shares Buyback. Proforma Earnings per Shares of the Company following the Shares Buyback The following is the Company's earnings per share proforma following the implementation of the Shares Buyback: In USD million otherwise stated 31 December 2024 Proforma Impact Total Issued and Paid-Up Shares 72,518,217,656 72,518,217,656 - Total Outstanding Shares 72,518,217,656 72,399170,037 (19,047,619) Cash and Cash Eoulvalents 754,280 704,280 (50,000) Total Assets 121,488 1,071,488 (50,000) Total Eguit 5,248,400 5,198,400 (50,000. Profit for the Year 641,677 641,677 - EPS (USD per share) 0.00885 0.00886 0.00001 Return on Assets (96) 6.356 6.3696 0.0226 Return on Eguity (96) 12.984 13.054 0.0796 Limitation on the Price of Buyback Shares The Shares Buyback will be carried out through IDX. In accordance with Article 11 of OJK Regulation No. 29/2023, the offering prices of the Shares Buyback shall be lower than or egual to the price of the previously made transactions. Period Limitation for the Shares Buyback According to Article 9 paragraph (4) of OJK Regulation No. 13/2023, the Shares Buyback period will be conducted within a maximum period of three months from the issuance date of this Disclosure of Information. Shares Buyback Method 1. The Company has appointed PT BCA Sekuritas to do the Shares Buyback during the Shares Buyback period with due observance on the prevailing laws and regulations. 2. The Shares Buyback can be conducted in stages or all at once. 5. Parties whoare: (a) a commissioner, director, employee, or main shareholder of the Company: (b) an individual who, due to their position or profession or relationship with the Company, allows such individual to receive insider information: or (c) any party within the last six months is no longer gualified as the party as specified in point (a) and (b) above, are prohibited from conducting any transaction involving the Company's shares on the day intersecting with the period of the Shares Buyback or the period of sale of shares resulting
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from the Shares Buyback conducted by the Company through IDX in accordance with the applicable capital market laws and regulations. h. Management's Discussion and Analysis on the Impact of the Shares Buyback on the Company's Business Activities and Growth in the Future The Company believes that implementation of the Shares Buyback will not bring adverse material impact to the Company's business activities, operations and growth. i. Source of Fund for the Implementation of Shares Buyback The funds for the Company to execute the Shares Buyback are sourced from the Company's internal cash and do not originate from the proceeds of the Company's public offering as well as not derived from loans and/or debt in any form. THE COMPANY'S PLAN TO TRANSFER SHARES RESULTING FROM THE SHARES BUYBA The Company intends to keep the shares resulting from the Shares Buyback as treasury shares within a period as stipulated in OJK Regulation No. 13/2023 and OJK Regulation No. 29/2023. The Company may start transferring the shares resulting from the Shares Buyback 30 (thirty) days after (i) the completion of the Shares Buyback: or (ii) the expiration of the Shares Buyback period as stipulated under Article 9 paragraph (4) of OJK Regulation No. 13/2023. ADDITIONAL INFORMATION If the Company's shareholders reguire further information, please contact the Company on the Company's working days and hours at the following address: PT Amman Mineral Internasional Tbk Menara Karya 6'" Floor Unit A, B, C and H Jl. H.R. Rasuna Said Blok X-5 Kavling 1-2 South Jakarta 12950 Phone: 021 5799 4600: Facsimile: 021 576 1464 Email: corporate.secretary@amman.co.id Website: www.amman.co.id
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