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20250213_BUVA_Laporan Informasi dan Fakta Material_31862349_lamp2.pdf
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THE DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF PT BUKIT ULUWATU
VILLA TBK IN RELATION TO THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE
RIGHTS
This Disclosure of Information is prepared and addressed to the shareholders of PT Bukit Uluwatu Villa
Tbk (“Company”) in compliance with the Financial Services Authority (Otoritas Jasa Keuangan or
“OJK”) Regulation No. 32/POJK.04/2015 on the Capital Increase of a Publicly Listed Company By
Providing Pre-Emptive Rights as amended by OJK Regulation No. 14/POJK.04/2019 on the
Amendment of OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of a Publicly Listed
Company By Providing Pre-Emptive Rights.
PT Bukit Uluwatu Villa Tbk
Main Business Activities:
Hospitality
Domiciled in Badung Regency, Bali Province
Head Office:
Graha Iskandarsyah Lt. 10, Jl. Iskandarsyah Raya No. 66C
Melawai, Kebayoran Baru, Jakarta Selatan
Telephone: (021) 5256516
Facsimile: (021) 5256517
Website: www.buvagroup.com
Email: info@buvagroup.com
This Disclosure of Information is important for shareholders of the Company to read and consider
in making decisions regarding the Company's plan to increase capital by granting pre-emptive
rights.
If you are having difficulties understanding the information contained in this Disclosure of
Information or have any doubt in taking a decision, you should consult with your broker, investment
manager, legal counsel, public accountant and/or other professional advisors.
The Board of Directors and the Board of Commissioners of the Company, both individually and
jointly, are fully responsible for the completeness and accuracy of the information or material facts
contained in this Disclosure of Information and emphasize that the information stated in this
Disclosure of Information is accurate and there is no misstatement of a material fact or no omission
of material facts which may cause material information in this Disclosure of Information to be
inaccurate and/or misleading.
This Disclosure of Information was published on 13 February 2025.
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DEFINITION
“IDX” : A stock exchange as defined in Article 1 Number 4 of the
Capital Markets Law, in this case organized by PT Bursa Efek
Indonesia, domiciled in Jakarta.
“Ministry of Law” : Abbreviation of the Ministry of Law of the Republic of
Indonesia (formerly known as the Ministry of Law and Human
Rights of the Republic of Indonesia, the Department of Law
and Human Rights of the Republic of Indonesia, the
Department of Justice of the Republic of Indonesia, the
Department of Law and Legislation of the Republic of
Indonesia, or other names).
“MOL” : Abbreviation of the Minister of Law of the Republic of
Indonesia (formerly known as the Minister of Law and Human
Rights of the Republic of Indonesia, the Minister of Justice of
the Republic of Indonesia, or the Minister of Justice and
Human Rights of the Republic of Indonesia, or other names).
Financial Services Authority : Otoritas Jasa Keuangan or Indonesian Financial Services
or OJK” Authority which has the regulatory, supervisory, examination
and investigation functions, duties and authorities as
stipulated under Law No. 21 of 2011 on the Financial Services
Authority as amended by Law No. 4 of 2023 on the
Development and Strengthening of Financial Sector.
“Capital Increase” : Capital Increase with pre-emptive rights by the Company
through the issuance of New Shares as mentioned under
POJK No. 32.
“POJK No. 15” OJK Regulation No. 15/POJK.04/2020 on the Planning and
Implementation of General Meeting of Shareholders of Public
Companies.
“POJK No. 32” : OJK Regulation No. 32/POJK.04/2015 on the Capital
Increase of a Publicly Listed Company By Providing Pre-
Emptive Rights as amended by OJK Regulation No.
14/POJK.04/2019 on the Amendment of the OJK Regulation
No. 32/POJK.04/2015 on the Capital Increase of a Publicly
Listed Company By Providing Pre-Emptive Rights.
“EGMS” : Extraordinary General Meeting of Shareholders, which will be
held on March 24, 2025, in accordance with the Company's
articles of association and applicable laws and regulations.
“New Shares” : A maximum of 3,600,000,000 (three billion six hundred
million) new shares or up to 17.48% (seventeen point four
eight percent) of the total issued and fully paid-up shares by
the Company, which will be issued from the Company's
portfolio shares with a nominal value of Rp50 (fifty Rupiah) per
share.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Markets, announced in the State Gazette of the Republic of
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Indonesia No. 64 of 1995, Supplement No. 3608, as amended
by Law No. 4 of 2023 on the Development and Strengthening
of Financial Sector, along with its implementing regulations.
I. GENERAL
General Description of the Company
The Company is a limited liability company established under the laws of the Republic of
Indonesia and domiciled in Badung Regency. The Company was founded under the name “PT
Bukit Uluwatu Villa” as stated in the Deed of Limited Liability Company PT Bukit Uluwatu Villa
No. 53 dated December 15, 2000, drawn up before Sugito Tedjamulja, S.H., Notary in Jakarta,
which was approved by the Ministry of Law in accordance with Decision Letter No. C-
27344HT.01.01.TH.2003 dated November 14, 2003, registered in the Company Register under
No. TDP 220815503898, and announced in Supplement No. 7433 of the State Gazette of the
Republic of Indonesia No. 44 dated May 30, 2008.
In 2010, the Company conducted an initial public offering and changed its status to “PT Bukit
Uluwatu Villa Tbk” as stated in the Deed of Shareholders’ Resolution of PT Bukit Uluwatu Villa
No. 182 dated February 25, 2010, drawn up before Aulia Taufani, S.H., Notary in South Jakarta
Municipality, and approved by the Ministry of Law in accordance with Decision Letter No. AHU-
1605.AH.01.02.Tahun 2010. It was registered in the Company Register under No. AHU-
0017145.AH.01.09.Tahun 2010 dated March 5, 2010, recorded in the Legal Entity
Administration System database under No. AHU-AH.01.10-06359 dated March 15, 2010, and
registered in the Company Register at the Ministry of Law under No. AHU-
0019783.AH.01.09.Tahun 2010 dated March 15, 2010.
The Company’s Articles of Association have been amended several times, most recently
through the Deed of Statement of Resolution Outside the Meeting of the Board of
Commissioners of “PT Bukit Uluwatu Villa Tbk” No. 16 dated January 23, 2024, drawn up before
Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City, which was notified to
the Ministry of Law based on the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0023412 dated January 25, 2024, and registered in the
Company Register at the Ministry of Law under No. AHU-0018916.AH.01.11.Tahun 2024 dated
January 25, 2024 (“Deed No. 16/2024”).
Purpose and Objectives of the Company
Based on Article 3 of the Company’s Articles of Association as stated in the Deed of Statement
of Resolutions of the Annual General Meeting of Shareholders No. 64 dated June 28, 2023,
drawn up before Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta Administrative City,
which has been approved by the Ministry of Law under Decision Letter No. AHU-
0037368.AH.01.02.TAHUN 2023 dated July 3, 2023, and notified to the Ministry of Law under
Receipt of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-
0086077 dated July 3, 2023, both of which have been registered in the Company Register at
the Ministry of Law under No. AHU0123413.AH.01.11.Tahun 2023 dated July 3, 2023, the
purpose and objectives of the Company are to engage in the fields of accommodation and real
estate provision.
To achieve the above purpose and objectives, the Company may carry out the following main
business activities:
- Star Hotels, including the business of providing lodging services that meet the requirements
of a star-rated hotel, as well as other services for the public, utilizing part or all of the
building.
- Other Accommodation Provision, including the business of providing lodging services for
non-short-term stays. This includes accommodations for longer-term or temporary stays,
whether in private rooms, shared rooms, or dormitories for students, seasonal workers, and
similar needs. It covers student housing, school dormitories, worker lodgings, and boarding
houses, with or without meals.
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- Privately Owned or Leased Real Estate, including the business of purchasing, selling,
leasing, and operating real estate, whether owned or leased, such as apartment buildings,
residential buildings, and non-residential buildings (e.g., storage facilities, malls, shopping
centers, and others). It also includes providing houses and furnished or unfurnished
flats/apartments for permanent use on a monthly or yearly basis. Additionally, it covers land
sales, building development for self-operation (leasing space within the buildings),
subdivision of real estate into land plots without land development, and the operation of
residential areas for movable houses.
To support its main business activities, the Company may engage in supporting business
activities related to the venue rentals for MICE activities and special events, which include
providing space and facilities for meetings, incentive travel, conventions, exhibitions, or special
events. The rental is carried out for a specified period, covering the preparation phase, event
execution, and dismantling phase. The venue includes convention center, exhibition center,
special venue/multi-purpose venue.
Capital Structure and Shareholding Composition
Based on Deed No. 16/2024, the capital structure and shareholder composition of the Company
as of the date of this Information Disclosure are as follows:
Capital Structure
Authorized Capital : IDR 3,750,000,000,000
Issued Capital : IDR 1,029,523,660,650
Paid-Up Capital : IDR 1,029,523,660,650
The Authorized Capital of the Company is divided into 75,000,000,000 shares each with a
nominal value of IDR 50.
Based on the Company's Shareholder Register as of January 31, 2025, issued by PT Edi
Indonesia as the Company's Share Registrar, the shareholders of the Company are as follows:
Nominal Value IDR 50 Per Shares
Information (%)
Total Shares Total Nominal Value (IDR)
Authorized Capital 75,000,000,000 3,750,000,000,000 -
Shareholders Name
1. PT Mitra Sawit Baru 1,893,285,900 94,664,295,000 9.19
2. PT Asia Leisure Network 1,702,818,712 85,140,935,600 8.27
3. PT Nusantara Utama 61.06
12,573,477,346 628,673,867,300
Investama
4. Public’s shares under 5% 4,420,891,255 221,044,562,750 21.47
Issued and Paid-Up Shares 20,590,473,213 1,029,523,660,650 100.00
Shares in Portfolio 50,409,526,787 2,720,476,339,350
Board of Commissioners and Board of Directors
The composition of the Board of Commissioners and Directors of the Company, as stated in
the Deed of Statement of Resolutions of the Annual General Meeting of Shareholders of PT
Bukit Uluwatu Villa Tbk No. 63 dated June 28, 2023, drawn up before Ashoya Ratam, S.H.,
M.Kn., Notary in South Jakarta Administrative City, which was notified to the Ministry of Law
under the Receipt of Notification of Company Data Changes No. AHU-AH.01.09-0135944
dated July 7, 2023, and registered in the Company Register at the Ministry of Law under No.
AHU-0127814.AH.01.11.Tahun 2023 dated July 7, 2023, is as follows:
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Board of Commissioners
President Commissioner : Astini Bernawati Oudang
Commissioner : Cindy Budijono
Independent Commissioner : Seong Hoon Park
Board of Directors
President Director : Satrio
Director : Hendry Utomo
II. INFORMATION REGARDING THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE
RIGHTS
A. Maximum Amount of the Proposed Issuance of Shares with Pre-Emptive Rights
The Company plans to conduct a capital increase of up to 3,600,000,000 (three billion
six hundred million) new shares or a maximum of 17.48% (seventeen point four eight
percent) of the total issued and fully paid-up shares by the Company as of the date of
this Information Disclosure is published.
In the event that the payment for the New Shares is made in a form other than cash,
such payment must comply with the provisions set forth in POJK No. 32, as follows:
1. be directly related to the planned use of funds;
2. engaging an appraiser to determine the fair value of the non-cash contributions
used as payment and to assess the fairness of the contribution transaction for the
subscription of New Shares in a form other than cash;
3. in the event that the payment of the New Shares is made in the form of receivables
against the Company which are compensated as a contribution for the New
Shares, such receivables must be recorded in the Company's latest financial
statements audited by an accountant; and
4. complying with the provisions of other applicable laws and regulations governing
the contribution of shares in forms other than cash and the compensation of
receivables as payment for New Shares.
B. Indicative Period of Capital Increase
In accordance with the provisions of Article 8 paragraph (3) of POJK No. 32, the period
between the date of approval by the EGMS in relation to the Capital Increase and the
effectiveness of the registration statement shall not exceed 12 (twelve) months. The
Company intends to implement the Capital Increase within this 12 (twelve)-month
period.
The implementation of the Capital Increase will depend on and will only proceed upon
obtaining approval from the Company’s EGMS and the effective statement from OJK
for the registration statement of the Capital Increase as submitted by the Company in
accordance with the applicable laws and regulations in Indonesia.
C. Analysis of the Impact of the Capital Increase on the Company’s Financial
Condition and Shareholders
The Capital Increase is carried out by the Company to strengthen its capital structure,
providing additional funds to support the Company's performance. If the Company's
shareholders do not exercise their pre-emptive rights in the Capital Increase, their
shareholding in the Company will be diluted by a maximum percentage of 17.48%
(seventeen point four eight percent) of their total share ownership in the Company.
D. Estimated Plan for Use of Proceeds
The Company plans to use all net proceeds from the Capital Increase (after deducting
issuance costs) to finance its upcoming projects for inorganic growth (including
acquisitions of other companies) and/or to settle the Company’s obligation.
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If part or all of the proceeds from the Capital Increase are used for transactions that
constitutes material transactions, affiliated transactions, and/or transactions involving
conflicts of interest under the applicable capital market regulations in Indonesia, the
Company will comply with the relevant prevailing laws and regulations.
Final information regarding the use of proceeds will be disclosed in the prospectus
issued for the Capital Increase, which will be made available to eligible shareholders
in due course, in accordance with applicable laws and regulations.
III. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To comply with the applicable laws and regulations, in implementing the planned Capital
Increase, the Company will seek approval from its shareholders at the EGMS, which will be
held on March 24, 2025.
Below are the key dates related to the Company's EGMS:
1. Notification of EGMS agenda to OJK 6 February 2025
2. Announcement of plan to hold EGMS 13 February 2025
3. Announcement of Disclosure of Information regarding the 13 February 2025
proposed Capital Increase
4. Recording date 27 February 2025
5. EGMS summons 28 February 2025
6. Additional Information to the Disclosure of Information 20 March 2025
7. EGMS 24 March 2025
8. Announcement of summary of minutes of EGMS 26 March 2025
9. Submission of EGEMS minutes to OJK and IDX 11 April 2025
The following are the EGMS agendas in relation to the Capital Increase:
Approval for the plan to issue new shares through the implementation of a Capital Increase with
Pre-Emptive Rights (“HMETD”) to the Company's shareholders, which will be carried out based
on Financial Services Authority Regulation No. 32/POJK.04/2015 on Capital Increases for
Public Companies with Pre-Emptive Rights, in conjunction with Financial Services Authority
Regulation No. 14/POJK.04/2019 on Amendments to Financial Services Authority Regulation
No. 32/POJK.04/2015 on Capital Increases for Public Companies with Pre-Emptive Rights,
including approval of the amendment to Article 4, paragraph (2) of the Company's Articles of
Association regarding Issued and Paid-Up Capital in relation to the realization of the capital
increase with HMETD to the Company's shareholders.
Based on Article 11, paragraph (1) of the Company's Articles of Association and Article 41 of
POJK No. 15, the discussion on the above agenda in the EGMS may proceed if attended by
shareholders or their proxies representing more than 1/2 (one-half) of the total shares with
voting rights. The resolutions passed by the EGMS shall be valid if approved by more than 1/2
(one-half) of the total shares with voting rights present at the EGMS.
If the quorum is not met, a second EGMS will be convened. The second EGMS shall be valid
and entitled to pass binding resolutions if attended by shareholders or their proxies representing
at least 1/3 (one-third) of the total shares with voting rights. The resolutions passed by the
second EGMS shall be valid if approved by more than 1/2 (one-half) of the total votes cast.
If the quorum for the second EGMS is not met, a third EGMS may be held, provided that the
third EGMS shall be valid and entitled to make decisions if attended by shareholders with voting
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rights in accordance with the quorum for attendance and decision-making as determined by the
OJK upon the Company's request.
IV. ADDITIONAL INFORMATION
For further information regarding the Capital Increase, the Company's shareholders may
contact the Corporate Secretary of the Company during the Company's business days and
hours at the following address:
Corporate Secretary
PT Bukit Uluwatu Villa Tbk
Graha Iskandarsyah Lt. 10, Jl. Iskandarsyah Raya No. 66C
Melawai, Kebayoran Baru, Jakarta Selatan
Website: www.buvagroup.com
Email: info@buvagroup.com
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