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20250424_WINS_Laporan Informasi dan Fakta Material_31877927_lamp2.pdf
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INFORMATION DISCLOSURE
In connection with the Company’s Plan for Share Buyback
In Compliance with the Regulation of the Financial Services Authority (OJK) No. 29 of 2023 concerning the
Buyback of Shares Issued by Public Companies (“POJK 29/2023”)
PT Wintermar Offshore Marine Tbk
(“Company”)
Business Activities:
Domestic Shipping and its Supporting Activities
focusing on vessels supporting offshore activities
for the oil and gas industry
Based in Jakarta, Indonesia
Office:
Jl. Kebayoran Lama No. 155, Jakarta Barat - Indonesia
Telp. No. 62-21-5305201/2 Fax. No. 62-21-5305203
www.wintermar.com
investor_relations@wintermar.com
INFORMATION TO SHAREHOLDERS
The Company plans to conduct Company’s Share Buyback (“Buyback”) of its issued and listed shares on the
Indonesia Stock Exchange (“IDX”) in accordance with the POJK 29/2023 concerning the Buyback of Shares
Issued by Public Companies, which Estimated Buyback Value including Buyback-related costs (brokerage
commissions and other fees) shall be a maximum of USD 3,400,000 (three million four hundred thousand
United States Dollars). The Buyback will be carried out through the Stock Exchange, whether in phases or
in full, and is to be completed no later than 12 (twelve) months following the date of the General Meeting
of Shareholders (“GMS”) approving the Buyback. The Implementation of the Buyback shall be conducted
based on the discretion of the Board of Directors and in accordance with the prevailing laws and
regulations.
This Information Disclosure is issued in Jakarta on 24 April 2025
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INTRODUCTION
The Company will convene its Annual General Meeting of Shareholders on Tuesday, 3 June 2025, during
which one of the agenda items shall be to obtain approval from the Company’s shareholders in relation to
the plan of Share Buyback (“Buyback”) in accordance with the provisions of OJK Regulation No. 29/2023 and
other relevant laws and regulations.
This Information Disclosure is made in the interest of the Company’s shareholders to provide clear
information regarding the proposed Buyback, thereby enabling the shareholders to make an informed
decision regarding the Company’s Buyback plan.
ESTIMATED SCHEDULE FOR THE IMPLEMENTATION OF SHARE BUYBACK
1 Notification to the Financial Services Authority (OJK) and the
Indonesia Stock Exchange Regarding the Buyback Plan and 24 April 2025
Announcement of Information Disclosure
2 Estimated Date of GMS 3 June 2025
3 Estimated Buyback Period 4 June 2025 until
3 June 2026
EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE SHARE BUYBACK
On 18 March 2025, pursuant to Letter No. S-17/D.04/2025, the Financial Services Authority (OJK) declared a
Significantly Fluctuating Market Condition effective for a period of 6 months, which condition is stipulated
under Article 7 of OJK Regulation No. 13 of 2024 concerning Policies to Maintain Performance and Stability
of the Capital Market During Significantly Fluctuating Market Conditions, in conjunction with POJK 29/2023.
This policy was adopted as part of OJK’s mitigation measures in response to the impact of pressure on the
stability of the Indonesian Capital Market, marked by a -21.28% decline in the Indonesia Composite Stock
Price Index (IHSG) on the Indonesia Stock Exchange since September 2024.
The Company has similarly experienced a decline in its share price during the period from 1 November 2024
to 24 April 2025, which does not reflect the Company’s improving performance. In consideration that the
current market volatility has created a situation where the low share price does not reflect the underlying
fundamentals of the Company, the management have decided to propose a Buyback program. The Company,
as of the end of 2024, is in a net cash position, with cash holdings exceeding its total liabilities, therefore the
Company plans to conduct the Buyback subject to the approval of the General Meeting of Shareholders
(“GMS”), in accordance with POJK 29/2023, to approve a Buyback period of up to 12 months from the date
of GMS approval.
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The Company's rationale for conducting this Buyback, in addition to the fact that the Company currently
maintains a healthy debt obligation (leverage) level, is also to demonstrate its commitment to enhancing
shareholder value by returning excess free cash flow to the Company’s shareholders through the Buyback.
The Objectives of the Company’s Share Buyback are as follows:
1. To provide the Company with the opportunity and flexibility to conduct Buyback at any time, based
on market conditions, within a period of 12 (twelve) months from the approval of the General
Meeting of Shareholders (GMS), starting from 4 June 2025 until 3 June 2026. The Buyback
transactions shall only be carried out if such actions are deemed beneficial to the Company and its
shareholders. The Company shall not proceed with the Buyback transactions if they would materially
adversely affect the Company’s liquidity and capital and/or its status as a publicly listed company.
2. The Buyback may provide flexibility in achieving an efficient capital structure and enable the
Company to reduce its overall cost of capital, thereby sustainably increasing Earnings Per Share
(“EPS”) and Return on Equity (“ROE”).
3. To grant the Company greater flexibility in managing its long-term capital. Insofar as there is excess
capital and surplus funds beyond operational requirements, taking into account the Company's
development and expansion plans. The implementation of the Company’s Buyback transactions will
allow for efficient and appropriate management of excess free cash flow.
ESTIMATED COST OF SHARE BUYBACK AND ESTIMATED TOTAL NOMINAL VALUE
OF ALL SHARES TO BE REPURCHASED
The estimated Buyback Value including Buyback-related costs (brokerage commissions and other fees) is
up to USD 3,400,000 (three million four hundred thousand United States Dollars) (“Estimated Buyback
Value”), which allocated funds value shall be sourced from the Company’s Operational Cash Flow as of 31
December 2024, amounting to USD 30,861,685 (thirty million eight hundred sixty one thousand six hundred
eighty five United States Dollars), as stated in the Company’s Consolidated Financial Statements for the
financial year ended 31 December 2024 which have been audited by Public Accountant Tjun Tjun of the
Public Accounting Firm Amir Abadi Jusuf, Aryanti, Mawar & Partners with Report No.
00276/2.1030/AU.1/05/1115-3/1/III/2025 dated 21 March 2025. The estimated number of shares to be
Buyback is up to 155,000,000 (one hundred fifty-five million) shares, with an estimated Total Nominal Value
of Buyback Shares up to Rp 15,500,000,000 (fifteen billion five hundred million Rupiah), or 3.6% (three
point six percent) of the Company’s issued and paid-up capital. This remains within the statutory limit of
10% of the issued and paid-up capital as referred to in Article 37 paragraph 1(b) of Law No. 40 of 2007
concerning Limited Liability Companies (“Company Law”). In accordance with the provisions of Article 14
of POJK No. 29/2023, the Company’s free float shares following the Buyback will not fall below 7.5% of the
total shares issued by the Company.
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SOURCE OF FUND, ESTIMATED REDUCTION IN THE COMPANY’S INCOME AS A RESULT OF THE
BUYBACK AND IMPACT ON THE COMPANY’S FINANCING COST
The Company will utilize its Operational Cash Flow to execute the Buyback transaction, therefore the
Company believes that this transaction will not affect the Company’s income, given that the Company
possesses adequate working capital and cash flow to finance this transaction while continuing its business
operations. Assuming the Company uses its Operational Cash Flow, its assets and equity are estimated to
decrease by up to the amount of the Estimated Buyback Value, however, this Buyback transaction will not
impact on the Company’s income. The Buyback will not result in the Company’s net assets falling below
the total issued capital plus the statutory reserves already set aside. Furthermore, the execution of the
Buyback will not have any material negative impact on the Company’s operating costs or business activities.
The Buyback will reduce the number of shares outstanding and is expected to increase earnings per share,
thereby generating benefits for shareholders. Shares that have been repurchased will also not be entitled
to dividends.
SHARE PRICE LIMITATION FOR BUYBACK
The Buyback will be carried out through the Stock Exchange via one (1) Stock Exchange member, at a price
deemed fair by the Company in accordance with POJK 29/2023, which the price shall be lower than or equal
to the most recent transaction price.
TIME LIMITATION FOR SHARE BUYBACK
The Share Buyback period (“Buyback Period”) shall last for a maximum period of 12 (twelve) months
following the approval of the Buyback plan by the GMS, which is from 4 June 2025 until 3 June 2026.
However, pursuant to Article 9 of OJK Regulation No. 29/2023, the Company may terminate the Buyback
Period early under the following conditions:
1. the target number of shares to be repurchased has been fully acquired or the amount set aside has
been fully utilised;
2. the 12-month period has elapsed; or
3. the Buyback is terminated prior to the expiration of the Buyback Period, if deemed necessary by the
Company’s management, where the Company shall inform the OJK of the reason for the termination
and make a public announcement within 2 (two) business days of the termination decision.
METHOD TO BE USED FOR SHARE BUYBACK
1. The Buyback will be executed through the Stock Exchange via one (1) Stock Exchange member during
the Buyback Period.
2. The following parties:
a. Member of Board of Commissioners, member of Directors, Employees, and Major Shareholders
of the Company;
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b. Individuals who, due to their position or profession or business relationship with the Company,
may gain access to insider information; or
c. Parties who have not held the positions listed in point a or b within the past 6 (six) months
are prohibited from transacting the Company’s shares at the same day as the Company is carrying out
the Buyback or sale of Buyback shares through the Stock Exchange.
MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACT OF THE SHARE BUYBACK ON
THE COMPANY’S BUSINESS ACTIVITIES AND FUTURE GROWTH
The Buyback is expected to help maintain share price stability in the future, as the current share price does
not reflect the Company’s fundamental condition and prospects. Through the Buyback, it is hoped that the
Company’s share price will demonstrate positive movement. The Company is confident that this Buyback
transaction will not have a material negative impact on its business activities, considering that the Company
has sufficient working capital and cash flow to finance the Buyback while carrying out the Company’s
business activities.
PROFORMA EARNINGS PER SHARE OF THE COMPANY AFTER THE PROPOSED SHARE BUYBACK,
TAKING INTO ACCOUNT THE DECLINE IN REVENUE
Based on the Consolidated Financial Statements as of 31 December 2024, the following is the Company’s
Proforma Net Income, Earnings per Share (“EPS”), and Return on Equity (“ROE”), taking into account the
estimated total Buyback Value and the estimated Buyback Costs amounting to USD 3,400,000 (three
million four hundred thousand United States Dollars).
(in US Dollar)
31 December 2024
PRIOR BUYBACK IMPACT AFTER BUYBACK
PERIOD
Total Assets 232,544,068 (3,400,000) 229,144,068
Profit for the Year - 22,491,788 -- 22,491,788
Attributable to Owners
of the Parent Entity
Equity 192,218,460 (3,400,000) 188,818,460
Total Outstanding Shares 4,366,087,057 (155,000,000) 4,241,087,057
(units)
Average Share Value 0.0440 0.0456
Basic Earnings Per Share 0.00515 0.00534
(EPS)
Return On Asset 9.67% 9.82%
Return On Equity (ROE) 11.70% 11.91%
Assumption:
− The share buyback is assumed to be conducted as of 31 December 2024, with Estimated Buyback Value of
USD3,400,000.
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GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of Article 38 paragraph (2) of Law No. 40 of 2007 concerning Limited
Liability Company, in conjunction with Article 2 of POJK 29/2023, the proposed Share Buyback will be
submitted for approval at the Company’s Annual General Meeting of Shareholders (“AnnualGMS”), which
will be held on:
• Day/Date : Tuesday, 3 June 2025
• Time : 10:00 – until completion
• Venue : Company Office
Jl. Kebayoran Lama No. 155, West Jakarta 11560, Indonesia
The Agenda of the Annual GMS shall be as follows:
1. Approval of the Annual Report of the Company 2024, including the Report of Board of Directors on
Activities of the Company, Report of Implementation of Supervisory Duty of the Board of
Commissioners, and the Approval to Financial Report of the Company for the year ended on 31
December 2024.
2. To determine of the allocation of the Company’s 2024 Net Profit for Financial Year 2024.
3. Approval of the Distribution of Share Dividends and Cash Dividends for Financial Year 2024.
4. Appointment of a Public Accountant to audit the Company’s Financial Statements for Financial Year
2025.
5. Determination of the Remuneration for members of the Board of Commissioners and the Board of
Directors for Financial Year 2025.
6. Approval of the Company’s Share Buyback.
7. Approval of the Reappointment of members of the Board of Commissioners and the Board of
Directors.
8. Granting of Authority and power to the Board of Directors to determine the procedures for and to
implement the payment of Stock and Cash Dividends for finansial year 2024 and to ratify the actions
of the Board of Directors in the implementation of interim dividend payments for Financial Year 2024.
The GMS Announcement shall be made on the same date as this Information Disclosure, and the GMS
Invitation will be issued on 9 May 2025 through the websites of KSEI, IDX, and the Company.
Shareholders entitled to attend and vote at the GMS are those whose names are registered in the
Company’s Shareholder Register as of the close of trading on 8 May 2025 ("Recording Date").
All GMS agenda items, except for Agenda Item 6 regarding the Buyback, shall be conducted subject to the
following provisions: (i) quorum of attendance: Pursuant to Article 41.1.a, the GMS shall be valid if
attended by shareholders representing more than 1/2 (one-half) of the total shares with voting rights;
while (ii) quorum for resolution: pursuant to Article 41.1.c of OJK Regulation No. 15/2020, resolutions
shall be valid if approved by more than 1/2 (one-half) of the total shares with voting rights present at the
GMS.
For Agenda Item 6 of GMS, the quorum and decision-making process shall comply with the provisions of
Article 2 of OJK Regulation No. 29/2023 in conjunction with Article 38 paragraph 2 of Law No. 40 of 2007
on Limited Liability Company, and Article 42 of OJK Regulation No. 15/POJK.04/2020 on the Planning and
Organization of General Meetings of Shareholders of Public Companies, as follows:
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1. The GMS may be held if attended by shareholders representing at least 2/3 (two-thirds) of the total
shares with valid voting rights.
2. Resolutions of the GMS as referred to in point 1 shall be valid if approved by more than 2/3 (two-
thirds) of the total shares with voting rights present at the meeting.
3. In the event that the quorum referred to in point 1 is not met, a second GMS may be held, provided
that it is valid and may adopt resolutions if attended by shareholders representing at least 3/5 (three-
fifths) of the total shares with valid voting rights.
4. Resolutions of the second GMS shall be valid if approved by more than 1/2 (one-half) of the total
shares with voting rights present at the meeting; and
5. If the quorum of attendance at the second GMS as referred to in point 3 is not met, a third GMS may
be held, provided that it shall be valid and entitled to adopt resolutions if attended by shareholders
holding shares with valid voting rights under the attendance and resolution quorums as determined
by the Financial Services Authority upon the Company’s request.
The following are important dates in relation to the Company’s General Meeting of Shareholders (GMS):
ACTIVITY DATE
Notification of the GMS Plan and Agenda to the OJK Wednesday, 16 April
2025
Announcement of the GMS Plan to the OJK, IDX, and the public through Thursday, 24 April 2025
the KSEI website, IDX website, and the Company’s website
Information Disclosure Regarding the Share Buyback Plan on the IDX Thursday, 24 April 2025
website and the Company’s website
Submission of Web Advertisement of GMS Announcement to the OJK and Monday, 28 April 2025
IDX
Recording Date Thursday, 8 May 2025
GMS Invitation through the KSEI website, IDX website, and the Company’s Friday, 9 May 2025
website
Submission of Web Advertisement of GMS Invitation to the OJK and IDX Wednesday, 14 May
2025
Convening of the GMS Tuesday, 3 June 2025
Announcement of the Summary of GMS Resolutions through the KSEI Thursday, 5 June 2025
website, IDX website, and the Company’s website
Submission of Web Advertisement of Announcement of GMS Summary Monday, 9 June 2025
Results to the OJK and IDX
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ADDITIONAL INFORMATION
To obtain information in connection with the Buyback plan as described above, the shareholders of the
Company may contact the Company during its regular business days and hours, namely from 08:30 - 17:30
WIB, to the address listed below:
Corporate Secretary
PT Wintermar Offshore Marine Tbk
Jl. Kebayoran Lama No 155 Jakarta Barat - Indonesia
Telp. No. 62-21 530 5201
Fax. No. 62-21 530 5203
www.wintermar.com
investor_relations@wintermar.com
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Mawar & Partners
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