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20250311_MFIN_Laporan Informasi dan Fakta Material_31868215_lamp2.pdf
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INFORMATION DISCLOSURE TO SHAREHOLDERS
PT MANDALA MULTIFINANCE TBK
IN THE CONTEXT OF THE COMPANY'S PLAN TO DISTRIBUTE BONUS SHARES ORIGINATING
FROM THE CAPITALISATION OF ADDITIONAL PAID-IN CAPITAL (AGIO SHARES) AS
REFERRED TO IN THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 27/POJK.04/2020
REGARDING BONUS SHARES (‘INFORMATION DISCLOSURE’). 27/POJK.04/2020 REGARDING
BONUS SHARES (‘INFORMATION DISCLOSURE’)
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND
COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE
AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE IS CORRECT AND THERE ARE NO IMPORTANT MATERIAL AND
RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED SO AS TO CAUSE THE
INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE UNTRUE AND/OR
MISLEADING.
PT MANDALA MULTIFINANCE TBK (“PERSEROAN”)
Business Activities:
Financing
Address:
Jl. Menteng Raya No. 24 A-B Jakarta Pusat 10340, Indonesia
Telp: (6221) 2925 9955
Email: corsec@mandalafinance.com
This Disclosure of Information is addressed to Shareholders in order to provide additional information
in connection with the Company's plan to distribute Bonus Shares originating from a portion of the
Company's Additional Paid-up Capital (Agio Shares) in 2024.
The Annual General Meeting of Shareholders (‘AGMS’) of the Company will be held on 17 April 2025
at the head office of PT Mandala Multifinance Tbk on Jl. Menteng Raya No 24 A-B Central Jakarta
10340.
This Disclosure of Information is published in Jakarta, 11 March 2025
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GENERAL
A. Brief History of the Company
The Company was established under the name of PT Vidya Cipta Leasing Corporation based
on Notarial deed of Joenoes Enoeng Maogiman, S.H., No. 147 dated 13 August 1983. The deed
of establishment was approved by the Minister of Justice of the Republic of Indonesia by Decree
No. C2- 6783.HT.01.01.TH.83 dated 15 October 1983 and was announced in the Official
Gazette of the Republic of Indonesia No. 63 dated 8 August 1989, Supplement to Official
Gazette No. 1526. Since its establishment, the Company's articles of association have been
amended several times, where the latest amendment to the Company's articles of association
is based on Notarial Deed of Mala Mukti, S.H., L.L.M. No. 49 dated 13 November 2024, in
relation to the amendment of the Company's Articles of Association. This amendment has
obtained approval from the Minister of Law of the Republic of Indonesia by Decree No. AHU-
0079868.AH.01.02.TAHUN 2024 and the notification has been submitted to and received by the
Ministry of Law of the Republic of Indonesia as evident in letter No. AHU-AH.01.03-0219091
both dated 9 December 2024. (Deed No. 49). Meanwhile, the composition of the Company's
Board of Directors and Board of Commissioners was last amended based on Notarial Deed of
Leolin Jayayanti, S.H., M.Kn. No. 41 dated 25 September 2024, in relation to the changes in the
composition of the Company's Board of Directors and Commissioners. This amendment has
been notified to and received by the Ministry of Law of the Republic of Indonesia as evident in
letter No. AHU-AH.01.09-0255967 dated 26 September 2024 (‘Deed No. 41’).
On 23 August 2005, the Company obtained an effective statement from the Chairman of the
Capital Market and Financial Institutions Supervisory Agency (‘Bapepam-LK’) (now the Financial
Services Authority - OJK) with its letter No. S2303/PM/2005 to conduct a public offering of
1,325,000,000 shares of the Company to the public with a nominal value of Rp100 per share
(full amount) and an offering price of Rp195 per share (full amount). The Company listed all of
its shares on the Jakarta Stock Exchange (BEJ) (now Indonesia Stock Exchange - IDX) on 6
September 2005.
The Company is located at Jl. Menteng Raya No. 24 A-B Central Jakarta 10340, Indonesia with
details for communication or correspondence purposes as follows:
PT Mandala Multifinance Tbk
Business Activities: Financing
B. Business Activity
Based on Notarial Deed of Mala Mukti, S.H., L.L.M. No. 49 dated 13 November 2024, in relation
to the amendment of the Company's Articles of Association. This amendment has obtained
approval from the Minister of Law of the Republic of Indonesia with Decree No. AHU-
0079868.AH.01.02.TAHUN 2024 and the notification has been submitted to and received by the
Ministry of Law of the Republic of Indonesia as evident in letter No. AHU-AH.01.03-0219091
both dated 9 December 2024. (Deed No. 49), the purpose and objective of the Company is to
engage in the Financing Company and Sharia Financing Company which is a Sharia Business
Unit. To achieve such purpose and objective, the Company may carry out the following main
business activities:
a. Financing Company Activities, includes:
1. Investment Financing;
2. Working Capital Financing;
3. Multipurpose Financing;
4. Other financing business activities based on the approval of the Financial Services
Authority;
5. Operating lease and/or fee-based business activities to the extent not in conflict with
the laws and regulations in the financial services sector;
b. Sharia Business Unit activities, including:
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1. Sale and Purchase Financing;
2. Investment Financing; and/or
3. Services Financing.
C. Capital Structure and Shareholding
Based on the Register of Shareholders dated 28 February 2025, the Company's capital structure
and shareholder composition are as follows:
Keterangan Nilai Nominal per Saham Rp50
Total Shares Total Nominal Value %
(RP)
Capital Base 8.000.000.000 400.000.000.000
1. MUFG Bank, Ltd. 2.389.384.969 119.469.248.450 89,26
2. PT Adira Dinamika 267.703.000 13.385.150.000 10
Multi Finance Tbk
3. Masyarakat 19.799.903 989.995.150 0,74
Issued and Fully Paid- 2.676.887.872 133.844.393.600 100
up Capital
Shares in Portepel 5.323.112.128 266.155.606.400
D. Management and Supervision
Based on Notarial Deed of Leolin Jayayanti, S.H., M.Kn. No. 41 dated 25 September 2024,
which notification has been submitted to and received by the Ministry of Law of the Republic of
Indonesia as evident in letter No. AHU-AH.01.09-0255967 dated 26 September 2024, the
composition of the Company's Board of Directors and Board of Commissioners is as follows:
Directors
President Directors : Harryjanto Lasmana
Director : Christel Lasmana
Director : Frederick Nathanael
Director : Sandy Susanto
Director : Roberto AK Un
Director : Yussy Santoso
Director : Danny Hendarko
Commissioneers
President Commissioneer : Niko Kurniawan Bonggowarsito
Commissioneer Independent : Rizal Bambang Prasetijo
Commissioneer : Takanori Mizuno
Each member of the Board of Directors and Board of Commissioners listed in the above
composition is still serving in the Company as of the date of this Disclosure of Information, except
for Yussy Santoso who has not served as Director since the closing date of the Extraordinary
General Meeting of Shareholders held on February 21, 2025.
BONUS SHARE PLAN
A. Background of Bonus Share Distribution
The Company is required to fulfil the provisions of Article 72 of the Financial Services Authority
Regulation No. 47/POJK.05/2020 of 2020 concerning Business Licensing and Institutionalisation
of Financing Companies and Sharia Financing Companies (‘POJK No. 47/2020’), which
essentially requires the Company to adjust the provisions regarding paid-up capital to at least
Rp250,000,000,000.00.
One of the ways that the Company can comply with the provisions of Article 72 POJK No. 47/2020
is by distributing bonus shares to all shareholders of the Company which comes from the
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capitalisation of Additional Paid-up Capital (Agio Saham) of the Company. ("Bonus Shares") as
stipulated in the Financial Services Authority Regulation Number 27/POJK.04/2020 of 2020
regarding Bonus Shares (‘POJK No. 27/2020’).
Approval of the distribution of Bonus Shares will be proposed at the EGM held on Thursday, 17
April 2025 in accordance with the announcement of the EGM which has been published on the
Company's website https://www.mandalafinance.com and the Integrated Electronic Reporting
Facility for Issuers and Public Companies (OJK-IDX E-reporting)..
B. Benefits of Bonus Share Distribution
The implementation of the Bonus Shares distribution aims to strengthen the Company's capital
structure and the Company's efforts to adjust paid-up capital as required by laws and regulations.
INFORMATION ABOUT THE BONUS SHARE DISTRIBUTION PLAN
A. Important Dates in Connection with the Bonus Share Plan
With reference to POJK No. 27/2020, hereby the Board of Directors of the Company plans to
distribute Bonus Shares originating from a portion of the Additional Paid-up Capital (Agio Saham)
of the Company as of 31 December 2024 which will be distributed to all shareholders of the
Company proportionally in accordance with the number of share ownership in the Company
(‘Bonus Share Distribution’), the following are important dates in relation to the Bonus Share
Distribution:
the date of the AGMS which approved the capitalisation of : 17 April 2025
Additional Paid-up Capital (Agio Saham) distributed to the
Company's shareholders as Bonus Shares
Announcement of Summary of Minutes of AGMS Results and : 22 April 2025
Schedule and Procedures for Bonus Share Distribution.
Cum Bonus Shares in Regular and Negotiated Market : 28 April 2025
Ex Bonus Shares in Regular and Negotiated Market : 29 April 2025
Cum Bonus Shares in Cash Market : 30 April 2025
Ex Bonus Shares in Cash Market : 2 Mei 2025
Application for listing of additional shares originating from Bonus : 14 Mei 2025
Shares
Recording date who are entitled to receive Bonus Shares : 30 April 2025
Bonus Share Distribution : 22 Mei 2025
Submission of the audit results of the Bonus Share distribution : 5 Juni 2025
report that has been examined by a Public Accountant
B. Capitalisation Value of Additional Paid-in Capital (Agio Saham) of the Company as of 31
December 2024
Additional Paid-up Capital as of 31 December 2024 as recorded in the Company's Financial
Statements audited by the Public Accounting Firm Liana, Ramon, Xenia & Partners signed by
Elisabeth Imelda, S.E., M.Ak., CPA, AP.0849 with report No. 00029/2.1460/AU.1/09/0849-
1/1/II/2025 dated 28 February 2025, was recorded at Rp143,484,813,156. The Board of Directors
will propose to distribute Bonus Shares from the capitalisation of Additional Paid-in Capital (Agio
Saham) in the amount of Rp116,155,606,400.
C. Distribution Ratio of Bonus Shares Derived from Additional Paid-in Capital (Agio Saham)
Taking into account the number of shares issued in the Company totalling 2,676,887,872 shares
with a nominal value of Rp50 (fifty Rupiah) per share. It is proposed that the distribution of Bonus
Shares derived from the Capitalisation of Additional Paid-in Capital (Agio Saham), such that the
ratio of each holder of 1,000 shares on the date of determination of the Register of Shareholders
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Eligible to obtain Bonus Shares derived from Additional Paid-in Capital (Agio Saham) will obtain
867.840656 Bonus Shares with a nominal value of Rp50 (fifty Rupiah) per share. Rp50 (fifty
Rupiah) per share. Therefore, the number of shares to be issued as Bonus Shares from the
Capitalisation of Additional Paid-in Capital (Agio Saham) will be 2,323,112,128 Bonus Shares.
D. Basis of Pricing used as the basis for distributing Bonus Shares from Additional Paid-in
Capital (Agio Shares)
The issue price of Bonus Shares originating from the Capitalisation of Additional Paid-in Capital
(Agio Saham) is carried out using a nominal value of IDR 50 (Fifty Rupiah) as stipulated in Article
9 POJK No. 27/2020.
E. The Effect of Bonus Share Distribution on the Company, Shareholders' Investment Value
and the Company's Share Price
1. Impact on the Company.
The distribution of Bonus Shares originating from Capitalisation from Additional Capital (Agio
Saham) will strengthen the Company's capital structure and increase the number of Shares
of the Company which is one of the Company's efforts to increase the number of shares
owned by shareholders so that it is expected that share trading on the Stock Exchange will
become more liquid..
The Company's capital based on the list of shareholders published by the Share Registrar
PT Sinartama Gunita on 5 March 2025 and the capital assumptions before and after the
issuance of Bonus Shares both from Capitalisation of Retained Earnings and Capitalisation
of Additional Paid-in Capital are as follows:
Keterangan Before Bonus Share Distribution After Bonus Share Distribution
Total Shares Total Nominal % Total shares Total Value %
Value Rp50 per Nominal Rp50 per
shares shares
Capital Base 8.000.000.000 400.000.000.000 8.000.000.000 400.000.000.000
Issued and
Fully Paid-up
Capital
1. 1. MUFG Bank 2.389.384.969 119.469.248.450 89,26 4.462.989.962 223.149.498.100 89,26
Ltd
2. 2. PT Adira 267.703.000 13.385.150.000 10 500.026.548 25.001.327.400 10
Dinamika Multi
Finance Tbk
3. 3. Public 19.799.903 989.995.150 0,74 36.983.490 1.849.174.500 0,74
4. Total Issued 2.676.887.872 133.844.393.600 100 5.000.000.000 250.000.000.000 100
and Paid-up
Capital
5. Shares in 5.323.112.128 266.155.606.400 3.000.000.000 150.000.000.000
Portepel
2. Effect on Shareholders.
a. The distribution of Bonus Shares whether derived from Capitalisation of Retained
Earnings or Capitalisation derived from Additional Capital (Agio Saham) cannot be
indicated as the company's ability to achieve a performance.
b. The distribution of Bonus Shares is made proportionally to all shareholders of the
Company in accordance with their ownership portion, as well as the value of
shareholders' investment in the Company's shares both before and after the distribution
of Bonus Shares is the same.
c. The issuance of Bonus Shares originating from the capitalisation of agio uses the nominal
value of the Company's shares of Rp. 50, - (fifty Rupiah) per share, thus after the date of
determining the list of shareholders entitled to Bonus Shares, the market price per unit of
the Company's shares on the Indonesia Stock Exchange may be affected in proportion
to the Bonus Share distribution ratio.
d. With the distribution of Bonus Shares, the number of units of the Company's shares in
the market will increase followed by an adjustment in the price of the Company's shares
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after the Bonus Shares are distributed. distribution of Bonus Shares, it is expected that
the distribution of the Company's shares will become more evenly distributed in the
community and the Company's shares will become more liquid and better reflect the
performance of the Company.
TAX TREATMENT OF BONUS SHARES
As stipulated in Circular Letter of Director General of Taxes No. SE-18/PJ.41/1993 concerning Income
Tax Treatment of Bonus Shares Received by Shareholders Derived from the Conversion of Agio Shares
(‘SE-18/PJ.41/1993’), Bonus Shares derived from the capitalisation of Agio Shares are not included in
the definition of dividends, as they are not part of the profits received by shareholders. Then referring
to Government Regulation No. 94 of 2010 dated 30 December 2010 concerning Calculation of Taxable
Income and Payment of Income Tax in the Current Year (‘Government Regulation No. 94/2010’)
stipulates that the tax object of the Company is taxable income. 94/2010‘) stipulates that the tax object
in the form of dividends as referred to in Article 4 paragraph (1) letter g of Law Number 7 Year 1983 on
Income Tax as amended several times and last amended by Law Number 7 Year 2021 on
Harmonisation of Tax Regulations (’Income Tax Law") does not include the granting of Bonus Shares
made without deposit derived from the capitalisation of Agio Shares to shareholders who have
deposited capital or purchased shares above the nominal price, as long as the total nominal value of
shares owned by shareholders after the distribution of Bonus Shares does not exceed the amount of
capital deposit. SE-18/PJ.41/1993 and PP No. 94/2010 which is an implementing regulation of the
Income Tax Law, is still valid or has not been replaced based on the Income Tax Law. Thus, the receipt
of bonus shares originating from the conversion of Agio Shares is not included as an object of
withholding income tax Article 23.
The acceptance of bonus shares originating from the capitalisation of Agio Shares does not change the
total value of share participation/total acquisition price of shares, but decreases the value/historical
acquisition price per unit of those shares due to the increase in the number of shares without deposit.
Therefore, if the shares in question (bonus shares converted from share capitalisation and original
shares) are sold, in order to calculate the amount of gain due to the sale of the shares, the acquisition
price is valued at historical value calculated by averaging in accordance with the principles adopted in
the provisions of the Income Tax Law.
PROCEDURES FOR THE DISTRIBUTION OF BONUS SHARES
The LB GMS is expected to approve the proposed distribution of Bonus Shares originating from the
capitalisation of retained earnings and the implementation of the distribution of bonus shares will be
carried out with the following procedures and procedures:
A. Eligible Shareholders
Shareholders who are entitled to receive Bonus Shares are shareholders listed in the Register of
Shareholders of the Company on 30 April 2025 (Recording Date) with due regard to share
ownership by such shareholders obtained based on share trading on the Indonesia Stock
Exchange at the latest on 28 April 2024 in the regular and negotiated market (cum bonus regular
and negotiated market), and on 30 April 2025 in the cash market (cum bonus cash market).
B. Rounding
If a shareholder receives Bonus Shares in fractional form (not in share units), the shares will be
rounded up for any fraction of more or less than half (>0.5 or <0.5). Any shortfall in shares arising
from such rounding will be taken from the Company's retained earnings.
C. Bonus Share Distribution
1. For shareholders whose shares are placed in the collective custody of PT Kustodian Sentral
Efek Indonesia (KSEI), the Bonus Shares will be distributed through a securities account in
a sub-account in the name of the shareholder on 22 May 2025..
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2. For shareholders whose shares are still in the form of script, the Shareholders can collect the
Bonus Shares since 22 May 2025 through the Company's Securities Administration Bureau,
namely :
PT Sinartama Gunita
Menara Tekno Lt.7, Jl. Fachrudin No.19, Tanah Abang, Jakarta Pusat 10250, Indonesia
Telp: (021) 392 3003
Email: helpdesk1@sinartama.co.id
By bringing the following documents:
For individual:
Original valid identity card (KTP). If authorised, it must bring the original power of attorney
signed on the seal by attaching a copy of the valid proof of identity of the authoriser and bring
the original proof of identity that is still valid owned by the recipient of the power of attorney.
For legal entities:
- Copy of the Deed of Articles of Association
- Copy of the Deed of the Last Management Structure
ADDITIONAL INFORMATION
To obtain information in relation to the Bonus Shares, the Company's shareholders may submit it to the
Company's Corporate Secretary, on any business day and hour to the following email address:
Corporate Secretary
PT MANDALA MULTIFINANCE TBK
Address:
Jl. Menteng Raya No. 24 A-B Jakarta Pusat 10340, Indonesia
Telp: (6221) 2925 9955
Email: corsec@mandalafinance.com
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Names mentioned 30 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×5
unresolved
org
PT Vidya Cipta Leasing Corporation
p.2
unresolved
person
Joenoes Enoeng Maogiman
p.2
unresolved
org
Minister of Justice
p.2
unresolved
person
Mala Mukti
p.2 ×2
unresolved
org
Minister of Law
p.2 ×2
unresolved
org
Ministry of Law
p.2 ×4
unresolved
person
Leolin Jayayanti
p.2 ×2
unresolved
org
Bapepam-LK
p.2 ×2
unresolved
org
Indonesia Stock Exchange
p.2 ×3
unresolved
org
PT Adira Dinamika
p.3
unresolved
org
Adira Dinamika | 267.703.000 | 13.385.150.000 | 10
Multi Finance
p.3
unresolved
org
Multi Finance Tbk
p.3
unresolved
org
Xenia & Partners
p.4
unresolved
person
Elisabeth Imelda
p.4
unresolved
org
Dinamika Multi Finance Tbk
p.5
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6
unresolved
org
PT Sinartama Gunita Menara Tekno
p.7
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