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AMENDMENTS AND/OR ADDITIONAL INFORMATION TO THE INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF PT DARMA HENWA TBK (“COMPANY”)
IN CONNECTION WITH THE PLAN TO INCREASE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS
(“PMTHMETD”)
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
AMENDMENTS AND/OR ADDITIONAL INFORMATION TO THE INFORMATION DISCLOSURE
OR ARE IN DOUBT ABOUT MAKING DECISIONS, YOU SHOULD CONSULT WITH A SECURITIES
BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR OTHER
PROFESSIONAL ADVISOR.
THE INFORMATION CONTAINED IN THIS AMENDMENTS AND/OR ADDITIONAL
INFORMATION TO THE INFORMATION DISCLOSURE IS IMPORTANT TO BE CONSIDERED BY
THE SHAREHOLDERS TO MAKE DECISIONS REGARDING THE PROPOSED PMTHMETD IN
COMPLIANCE TO FINANCIAL SERVICES AUTHORITY (OTORITAS JASA KEUANGAN OR
“OJK”) REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES
WITH PRE-EMPTIVE RIGHTS AS AMENDED BY THE OJK REGULATION NO.14/POJK.04/2019
ON THE AMENDMENT OF OJK REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE
OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS (“POJK 14/2019”).
PT DARMA HENWA TBK
Business Activities
Mining and Excavating Support Services and Leasing and Rental of Industrial Machinery and
Equipment
Domiciled in Jakarta, Indonesia
Head Office
Prosperity Tower 39th Floor
SCBD, District 8, Lot. 28
Jl. Jend. Sudirman Kav. 52-53
South Jakarta, 12190, Indonesia
Telephone : (+62 21) 5025 8888
Website : www.ptdh.co.id
Email: corporate.secretary@ptdh.co.id
In accordance with the provisions of POJK 14/2019, the Company plans to convert a part of its
debt to the Creditors (as defined below) through the issuance of new shares by the
PMTHMETD mechanism. The new shares to be issued amounting to a maximum of
18,833,700,452 Series B ordinary shares with a nominal value of IDR50 per share, representing
approximately 46.29% of the Company's issued and fully paid-up capital after the exercise of
PMTHMETD (“Proposed PMTHMETD”). In respect to the implementation of the Proposed
PMTHMETD, the Company's existing shareholders will experience a decrease in their
Amendments and/or Additional Information to the Information Disclosure to the Shareholders i
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shareholding percentage (dilution) by 46.29%. In relation to the Proposed PMTHMETD, the
Company intends to seek approval from its shareholders in the EGMS which will be held on
Thursday, 13 February 2025.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY BOTH
INDIVIDUALLY OR COLLECTIVELY ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF ALL INFORMATION OR MATERIAL FACTS CONTAINED IN THIS
AMENDMENTS AND/OR ADDITIONAL INFORMATION TO THE INFORMATION DISCLOSURE.
THE BOARD OF COMMISSIONERS AND DIRECTORS OF THE COMPANY, AFTER
CONDUCTING SUFFICIENT INVESTIGATION, AFFIRM THAT THERE ARE NO SIGNIFICANT AND
RELEVANT FACTS OMITTED THAT WOULD RENDER THE MATERIAL INFORMATION OR
FACTS DISCLOSED IN THIS AMENDMENTS AND/OR ADDITIONAL INFORMATION TO THE
INFORMATION DISCLOSURE TO BE INACCURATE AND/OR MISLEADING.
THE PROPOSED PMTHMETD AS OUTLINED IN THIS AMENDMENTS AND/OR ADDITIONAL
INFORMATION TO THE INFORMATION DISCLOSURE IS SUBJECT TO THE APPROVAL OF THE
COMPANY’S EGMS.
This Amendments and/or Additional Information to the Information Disclosure is published on
11 February 2025 and is an integral and inseparable part of the Information Disclosure that
was published on 30 December 2024
Amendments and/or Additional Information to the Information Disclosure to the Shareholders ii
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TABLE OF CONTENT
TABLE OF CONTENT ................................................................................................................................................................... iii
DEFINITIONS AND ABBREVIATIONS ................................................................................................................................. 4
LETTER FROM THE COMPANY ............................................................................................................................................. 8
INTRODUCTION............................................................................................................................................................................... 9
DESCRIPTION OF THE COMPANY..................................................................................................................................... 11
1. Brief History ............................................................................................................................................................. 11
2. Company’s Business Activities .................................................................................................................... 11
3. Capital Structures and Shareholders Composition .................................................................... 12
4. Company Management and Supervision ............................................................................................ 12
5. Controller ................................................................................................................................................................. 13
6. Summary of Key Financial Data ................................................................................................................ 13
INFORMATION REGARDING THE PROPOSED PMTHMETD............................................................................ 15
1. Reasons and Objectives for the Capital Increase Without HMETD ................................. 15
2. History of Debt to be Converted into Shares ................................................................................... 15
3. Items in the Financial Statements that Cause the Company's Financial
Position to Meet the Conditions for a Capital Increase Without HMETD ................... 19
4. Exercise Price in the Proposed PMTHMETD ................................................................................... 20
5. The Value of the Proposed PMTHMETD............................................................................................ 20
6. The Implementation Period of the Proposed PMTHMETD .................................................... 20
7. Use of Proceed Plan of the Proposed PMTHMETD ...................................................................... 21
8. Management’s Analysis and Discussion .............................................................................................. 21
9. Risk or Impact of the Proposed PMTHMETD to Shareholders ............................................ 22
10. Capital Structure of the Company Before and After the Implementation of
the Proposed PMTHMETD........................................................................................................................... 22
11. Control Over the Company After the Implementation of the Proposed
PMTHMETD ........................................................................................................................................................... 23
12. Information Regarding the Creditors.................................................................................................... 23
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ...................................................................... 32
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
OF THE COMPANY ..................................................................................................................................................................... 35
ADDITIONAL INFORMATION ............................................................................................................................................... 36
Amendments and/or Additional Information to the Information Disclosure to the Shareholders iii
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DEFINITIONS AND ABBREVIATIONS
In addition to the terms defined elsewhere in this Amendment and/or Additional Information
to the Information Disclosure, the terms used in this Information Disclosure shall have the
following meanings:
Affiliation : a. Family relationships by marriage up to the second degree,
both horizontally and vertically, which refer to a person's
relationship with:
1. husband or wife;
2. parents of the husband or wife and the husband or wife
of a child;
3. grandparents of the husband or wife and the husband
or wife of a grandchild;
4. relative of the husband or wife and husband or wife of
the respective relative; or
5. husband or wife from relative of the person concerned;
b. Family relationships by descent up to the second degree,
both horizontally and vertically, meaning the relationship
of a person with:
1. parents and grandchildren;
2. grandparents and grandchildren; or
3. relative of the person concerned;
c. The relationship between a party and employees,
directors, or commissioners of that party;
d. The relationship between 2 or more companies where
there are 1 or more members of the Board of Directors,
management, Board of Commissioners, or supervisors in
common;
e. The relationship between a company and a party, either
directly or indirectly, in any way, controlling or being
controlled by the company or that party in determining the
management and/or policies of the company or that party;
f. The relationship between 2 (two) or more companies that
are controlled, either directly or indirectly, in any way, in
determining the management and/or policies of the
company by the same party; or
g. The relationship between a company and its main
shareholder, which is a party that directly or indirectly
owns at least 20% (twenty percent) of the voting shares of
the company,
as defined in the P2SK Law.
ATP : PT Andhesti Tungkas Pratama.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 4
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AMM : PT Antareja Mahada Makmur.
BAE : The Securities Administration Bureau, a party that, based on a
contract with the Company and/or the issuer of the securities,
conducts the recording of securities ownership and the
distribution of rights related to the securities, in this case, is PT
Ficomindo Buana Registrar, located in Central Jakarta.
IDX : The Indonesia Stock Exchange, as defined in Article 1 Number
4 of the Capital Market Law, in this case, is organized by PT
Bursa Efek Indonesia, located in South Jakarta, where the
Company's shares are listed.
State Gazette : The State Gazette of the Republic of Indonesia.
Board of Commissioners : Company’s Board of Commissioners.
Board of Directors : Company’s Board of Directors.
Shareholders Register : The shareholder register issued by KSEI containing
information about the ownership of securities by securities
holders in the Collective Custody at KSEI, based on the data
provided by the account holders at KSEI.
Exchange Day : The day on which the IDX conducts securities exchange
activities according to the applicable laws and regulations, as
well as the provisions of the IDX.
HMETD : Pre-emptive Rights.
Information Disclosure : The information disclosure to shareholders on 30 December
2024, which contains information related to the Proposed
PMTHMETD, prepared to comply with the provisions of POJK
14/2019, as amended by this Amendments and/or Additional
Information to the Information Disclosure.
KSEI : PT Kustodian Sentral Efek Indonesia (KSEI), which responsible
for administering the custody of securities based on the
Securities Registration Agreement in the Collective Custody.
Public : Individuals and/or legal entities, whether Indonesian citizens
or foreign citizens, and/or Indonesian legal entities or foreign
legal entities, whether residing or having legal domicile in
Indonesia or residing or having legal domicile outside of
Indonesia, who are the shareholders of the Company with a
share ownership of less than 5%.
MOLHR : The Minister of Law and Human Rights of the Republic of
Indonesia (formerly known as the Minister of Justice of the
Republic of Indonesia).
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 5
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MTN : PT Madhani Talatah Nusantara.
OJK : The Financial Services Authority of the Republic of Indonesia,
an independent institution as referred to in Law No. 21 of 2011
on the Financial Services Authority as amended by the P2SK
Law ("OJK Law"), whose duties and authority include
regulating and supervising financial services activities in the
banking sector, capital markets, insurance, pension funds,
financing institutions, and other financial institutions, which
since 31 December 2012, the Financial Services Authority has
replaced and assumed the rights and obligations of the
Minister of Finance and the Capital Market and Financial
Institution Supervisory Agency to perform the regulatory and
supervisory functions, in accordance with the provisions of
Article 55 paragraph (1) of the OJK Law.
Creditors : ATP, MTN, and AMM.
Regulation No. I-A : Regulation of IDX No. I-A on the Listing of Shares and Equity
Securities Other Than Shares Issued by Listed Companies, as
stated in the Board of Directors' Decree of PT Bursa Efek
Indonesia No. KEP-00101/BEI/12-2021 dated 21 December
2021.
Company : PT Darma Henwa Tbk is a publicly listed limited liability
company established under the laws of the Republic of
Indonesia.
PMTHEMTD : Capital Increase Without Pre-emptive Rights as referred to in
POJK 14/2019.
GR 15/1999 : Government Regulation No. 15 of 1999 dated 25 February 1999
on Certain Forms of Account Receivables that May Be
Compensated for as Share Deposits.
POJK 14/2019 : OJK Regulation No. 32/POJK.04/2015 on Capital Increases in
Public Companies with Pre-Emptive Rights as amended by the
OJK Regulation No. 14/POJK.04/2019 on the Amendment to
OJK Regulation No. 32/POJK.04/2019 on Capital Increases in
Public Companies with Pre-Emptive Rights.
POJK 15/2020 : OJK Regulation No. 15/POJK.04/2020 on Planning and
Organization of General Meetings of Shareholders by
Publicly-Traded Companies.
POJK 42/2020 : OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict-of-Interest Transaction.
POJK 17/2020 : OJK Regulation No. 17/POJK.04/2020 dated 20 April 2020 on
Material Transactions and Alteration of Business Activities.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 6
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Proposed PMTHMETD : The plan for the PMTHMETD to be carried out by the Company
by issuing up to a maximum of 18,833,700,452 Series B
ordinary shares, as regulated in POJK 14/2019.
Rupiah or IDR : Rupiah, the official currency and legal tender in the Republic
of Indonesia.
GMS : General Meeting of Shareholders.
EGMS : Extraordinary Meeting of Shareholders.
P2SK Law : Law No. 4 of 2023 on the Development and Strengthening of
the Financial Sector.
Capital Market Law : Law No. 8 of 1995 on Capital Markets as amended by the P2SK
Law.
Company Law : Law No. 40 of 2007 on Limited Liability Companies, as
partially amended by Law No. 6 of 2023 on the Stipulation of
Government Regulation in Lieu of Law No. 2 of 2022 on the
Job Creation into Law.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 7
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LETTER FROM THE COMPANY
Jakarta, 30 December 2024
To Whom it May Concern : Shareholders of the Company
Regarding : Proposed PMTHMETD
With Respect,
In relation to the above matter, the Board of Directors has made an Information Disclosure
that is expected to be useful to assist shareholders in making decisions regarding the
Proposed PMTHMETD.
The Company plans to conduct the Proposed PMTHMETD where all Series B ordinary shares
issued in the implementation of the Proposed PMTHMETD will be used to settle the
Company’s obligations to the Creditors.
The Proposed PMTHMETD is carried out in order to improve the Company's financial position
as referred to in Article 3 letter (a) and Article 8B letter (c) of POJK 14/2019, which states that
the PMTHMETD aimed at improving the financial position can be implemented as long as the
public company (in this case, the Company) is unable to meet its financial obligations when
due to non-affiliated lenders (in this case, the Creditors), provided that the non-affiliated
lenders agree to accept shares to settle the loan.
The Proposed PMTHMETD has a value exceeding 20% of the Company's equity. However, in
accordance with Article 33 letter (c) of POJK 17/2020, in the event of a capital increase, the
Company only requires complying with POJK 14/2019. Therefore, the Proposed PMTHMETD is
not considered as a material transaction. Furthermore, the Proposed PMTHMETD is not an
affiliated transaction or a transaction involving a conflict of interest as referred to in POJK
42/2020.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 8
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INTRODUCTION
This Information Disclosure is made for the interest of the Company's shareholders to obtain
a comprehensive information regarding the Proposed PMTHMETD.
The Company plans to convert part of its debt to the Creditors through the issuance of new
shares via the PMTHMETD mechanism. The new shares to be issued will amount to a
maximum of 18,833,700,452 Series B ordinary shares with a nominal value of IDR50 per share,
or approximately 46.29% of the fully paid-up and issued capital of the Company after the
implementation of the PMTHMETD ("New Shares"). The Proposed PMTHMETD is aimed at
settling the Company's obligations to the Creditors, which will improve the Company's capital
structure with a lower debt-to-equity ratio, reduce the Company's financial liabilities, and is
expected to enhance profitability, increasing value for the Company's shareholders.
Based on Article 3 letter (a) of POJK 14/2019, the Company is exempted from the obligation
to provide HMETD in the issuance of shares and/or other equity securities if the Company
increases its capital through the issuance of shares and/or other equity securities in the
context of a financial distress. Furthermore, under Article 8B letter (c) of POJK 14/2019, the
Company may carry out the PMTHMETD to improve its financial position if the Company is
unable to meet its financial obligations when due to non-affiliated lenders, as long as the non-
affiliated lenders agree to accept shares of the Company to settle the loan.
The Creditors have agreed to accept the Company’s shares to settle the Company's
obligations to (i) MTN pursuant to the MTN Settlement Agreement (as defined in point 2a of
the Information Regarding the Proposed PMTHMETD section), (ii) ATP pursuant to the ATP
Settlement Agreement (as defined in point 2b of the Information Regarding the Proposed
PMTHMETD section), and (iii) AMM pursuant to the AMM Settlement Agreement (as defined
in point 2c of the Information Regarding the Proposed PMTHMETD section).
Based on the Interim Consolidated Financial Statements as of 30 September 2024 (Audited),
the Company has obligations to (a) MTN amounting to IDR756,990,789,000; (b) ATP
amounting to IDR358,925,000,000; and (c) AMM amounting to IDR296,611,745,000. The
Proposed PMTHMETD will be conducted at an exercise price of IDR75 per share. All the New
Shares issued in the Proposed PMTHMETD will be used to settle the Company’s obligations
to the Creditors. In accordance with the provisions of Article 35 of Company Law and GR
15/1999, the claims of the Creditors that will be converted into share subscriptions do not
include interest and penalties payable, as stipulated in the elucidation of Article 35 paragraph
(2) of the Company Law.
The Proposed PMTHMETD has a value exceeding 20% of the Company's equity. However, in
accordance with Article 33 letter (c) of POJK 17/2020, in the event of a capital increase, the
Company only requires complying with POJK 14/2019. Therefore, the Proposed PMTHMETD is
not considered as a material transaction and is not subject to the provisions of POJK 17/2020.
In accordance with the provisions of Article 8A paragraph (1) of POJK 14/2019, in carrying out
the PMTHMETD, the Company must first obtain approval from the GMS. The Company intends
to request shareholders’ approval for the Proposed PMTHMETD at the EGMS that will be held
on Thursday, 13 February 2025. Furthermore, in accordance with the provisions of Article 15
paragraph (1a) of POJK 14/2019, the Company requires announcing information regarding the
Proposed PMTHMETD along with the announcement of the EGMS.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 9
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As of the date this Information Disclosure is published, there is no capital increase in connection with the stock ownership program or any other outstanding stock ownership programs. In addition, the Company has obtained approval from ATP based on Letter No. 060/ATP/DIR/XI/2023 dated 6 October 2023 regarding the Approval of the Proposed Capital Increase Without Pre-emptive Rights (PMTHMETD) in PT Darma Henwa Tbk in connection with the approval of the implementation of the Proposed PMTHMETD. The Company has also obtained approval to carry out the PMTHMETD from the Company’s creditor, namely PT Bank Central Asia Tbk (BCA) pursuant to the letter No. 228/GCF/2025 dated 5 February 2025 on DEWA – Creditor’s Resolutions on DEWA’s Proposals. As of the date this Information Disclosure is published, the Company is not involved in any material dispute, either in court or in any other disputes outside of court, that may negatively affect its business continuity and the Proposed PMTHMETD. Further information regarding the Proposed PMTHMETD can be found in the Section "Information on the Proposed PMTHMETD." Amendments and/or Additional Information to the Information Disclosure to the Shareholders 10
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DESCRIPTION OF THE COMPANY
1. Brief History
The Company was legally established under the laws applicable in the Republic of
Indonesia based on Deed of Establishment No. 54 dated 8 October 1991, drawn up before
Siti Pertiwi Henny Shidki, S.H., Notary in Jakarta, and which has obtained approval from
the Minister of Justice of the Republic of Indonesia (currently the MOLHR) based on
Decree No. 02-6334.HT.01.01.TH.93 dated 19 July 1993, and has been announced in the
State Gazette No. 13 dated 14 February 1995, Supplement to the State Gazette No. 1346
(“Deed of Establishment”).
The Company’s Deed of Establishment, which includes the Company’s articles of
association, has been amended several times, the most recent being amended based on
the Deed of Meeting Resolution No. 9 dated 25 August 2022, drawn up before Gatot
Widodo, S.E., S.H., M.Kn., Notary in Jakarta which has been notified to and received by
the MOLHR based on the Receipt of Notification of Amendment to the Articles of
Association No. AHU-AH.01.03-0284468 dated 29 August 2022, and has been
registered in the Company Register No. AHU0169380.AH.01.11.Tahun 2022 dated 29
August 2022 (“Deed No. 9/2022”).
The Deed of Establishment, Deed No. 9/2022, and all of its amendments mentioned
above are hereinafter referred to as the "Articles of Association".
2. Company’s Business Activities
Based on Deed of Meeting Resolution No. 64 dated 27 October 2020, drawn up before
Humberg Lie, S.H., S.E., M.Kn., Notary in Jakarta, which has obtained approval from the
MOLHR based on Decree No. AHU-AH.01.03-0404325 dated 5 November 2020, and has
been registered in the Company Register No. AHU-0184911.AH.01.11.Tahun 2020 dated 5
November 2020, the purpose and objectives of the Company are to engage in
businesses related to other mining and excavating support activities, repair of
fabricated metal products, machinery and equipment, leasing and leasing activities
without options rights of machinery, equipment and other tangible goods without option
rights, road and railway construction, building construction, other civil engineering
construction, demolition and land preparation activities, and headquarters activities.
To achieve these purposes and objectives, the Company may conduct the following
business activities:
(a) main business activities, including (i) other mining and excavating support
activities, and (ii) repair of machinery for specific purposes; and
(b) supporting business activities, including (i) leasing and leasing without option
rights of machinery and industrial equipment, (ii) highway construction, (iii) bridge
and flyover construction, (iv) tunnel construction, (v) residential building
construction, (vi) office building construction, (vii) industrial building construction,
(viii) construction of other buildings, (ix) port building construction (non-fisheries),
(x) land preparation, and (xi) headquarters activities.
However, the business activities currently being actively carried out by the Company are
(i) other mining and excavating support activities (KBLI 09900) and (ii) leasing and
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 11
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leasing activities without option rights of machinery and industrial equipment (KBLI
77301).
3. Capital Structures and Shareholders Composition
Based on Deed No. 9/2022, the Company’s capital structure is as follows:
Authorized Capital : IDR6,000,000,000,000
Issued Capital : IDR2,185,373,379,200
Paid-up Capital : IDR2,185,373,379,200
The authorized capital of the Company is divided into (a) 21,853,733,792 Series A shares
with a nominal value of IDR100 per share, and (b) 76,292,532,416 Series B shares with a
nominal value of IDR50 per share.
Furthermore, based on the Company’s Shareholders Register as of 29 November 2024,
issued by the Company’s Share Registrar (BAE), the composition of the Company’s
shareholders is as follows:
Nominal
Shareholders Series Value per Number per Shares Nominal Value (IDR) %
Shares
Authorized Capital A IDR100 21,853,733,792 2,185,373,379,200
B IDR50 76,292,532,416 3,814,626,620,800
Issued and Paid-up Capital
Goldwave Capital Limited A IDR100 3,815,217,000 381,521,700,000 17.458
Zurich Assets A IDR100 2,513,178,390 251,317,839,000 11.500
International Ltd
Public * A IDR100 15,525,338,402 1,552,533,840,200 71.042
Total Issued and Paid-up Capital 21,853,733,792 2,185,373,379,200 100.00
Total Shares in Portfolio A IDR100 - -
B IDR50 76,292,532,416 3,814,626,620,800
*) the shareholders with ownership less than 5%
4. Company Management and Supervision
Based on the Deed of Meeting Resolutions No. 14 dated 25 June 2024, drawn up before
R.M. Dendy Soebangil, S.H., M.Kn., Notary in Jakarta, which has been notified to and
received by the MOLHR based on the Receipt of Notification of Change of Company
Data No. AHU-AH.01.09-0218045 dated 25 June 2024, and has been registered in the
Company Registry No. AHU-0125699.AH.01.11.Tahun 2024 dated 25 June 2024, the
composition of the Board of Commissioners and Board of Directors are as follows:
Board of Commissioners
President Commissioner : Nalinkant Amratlal Rathod
Vice President of Commissioners : Suadi Atma
(Independent)
Independent Commissioner : Kanaka Puradiredja
Independent Commissioner : Gories Mere
Commissioner : Ashok Mitra
Board of Directors
President Director : Teguh Boentoro
Director : Ahmad Hilyadi
Director : Sorimuda Pulungan
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 12
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Director : Mahmud Samuri
Director : Fredia Yuzirwan
5. Controller and Ultimate Beneficial Owner
In accordance with the provisions of Article 85 of OJK Regulation No. 3/POJK.04/2021
on the Implementation of Activities in the Capital Market Sector in conjunction with
Article 1 number 4 of OJK Regulation No. 9/POJK.04/2018 on the Acquisition of Public
Companies, the controllers of the Company are Zurich Assets International Ltd and
Goldwave Capital Limited.
The ultimate beneficial owner of the Company is Nirwan Dermawan Bakrie, as reported
to the MOLHR on 31 January 2025, in accordance with the criteria referred to in Article
4 paragraph 1 letter (e) of Presidential Regulation No. 13 of 2018 concerning the
Implementation of the Principle of Identifying Beneficial Owners of Corporations in the
Context of Prevention and Eradication of Money Laundering and Terrorism Financing
Crimes.
6. Summary of Key Financial Data
The Interim Consolidated Financial Statements as of 30 September 2024 (Audited),
have been audited by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar &
Rekan.
Statement of Financial Position
(in Thousands of Rupiah)
Description Total
Total Assets 7,653,376,027
Total Current Assets 2,665,741,358
Total Non-Current Assets 4,987,634,669
Total Liabilities 4,353,769,858
Total Short-term Liabilities 3,811,306,588
Total Long-term Liabilities 542,463,270
Total Equity 3,299,606,169
Paid-in Capital 2,185,373,379
Additional Paid-in Capital - Net 737,708,151
Adjustment of the Change of Currency 1,462,242,956
Deficit Balance (1,083,353,557)
Non-controlling Interest (2,364,760)
Statement of Comprehensive Income
(in Thousands of Rupiah)
Description Total
Revenue 4,523,488,430
Gross Profit 296,592,852
Operating Profit 111,464,251
Profit before Tax Expense 55,504,645
Income Tax Benefit (Expense) (46,044,848)
Profit for the Period 9,459,797
Other Comprehensive Expenses 831,482
Comprehensive Income for the Period 10,291,279
Cash Flow Statement
(in Thousands of Rupiah)
Description Total
Net Cash Flow from Operating Activities 568,716,123
Net Cash Flows for Investing Activities (167,362,934)
Net Cash Flows for Financing Activities (534,101,885)
Increase (Decrease) in Cash and Cash Equivalents - Net (132,748,696)
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 13
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Impact of Changes in Foreign Currency (25,964,750)
Cash and Cash Equivalents at Beginning of Period 386,856,009
End of Period Cash and Cash Equivalents 228,142,563
Key Financial Ratios
Description Financial Ratio
Current Ratio (X) 0.70
ROA 0.12%
ROE 0.29%
DER 1.32x
EBITDA to revenue (%) 13.97%
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 14
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INFORMATION REGARDING THE PROPOSED PMTHMETD
The following is an information regarding the Proposed PMTHMETD to be conducted by the
Company:
1. Reasons and Objectives for the Capital Increase Without HMETD
Based on Article 3 letter (a) and Article 8B letter (c) of POJK 14/2019, PMTHMETD to
improve financial position may be carried out as long as the Company is unable to fulfill
its financial obligations when due to non-affiliated lenders, provided that the non-
affiliated creditors agree to receive shares of the Company to settle the loan.
Based on the Interim Consolidated Financial Statements as of 30 September 2024
(Audited), the liability items that meet the conditions for PMTHMETD in accordance with
the provisions of Article 3 letter (a) of POJK 14/2019 are:
(a) The Trade Payable to MTN creditors with an outstanding amount of
IDR756,990,789,000;
(b) Other Payables to Third Parties for ATP creditors with an outstanding amount of
IDR358,925,000,000; and
(c) The Trade Payable to creditor AMM with a total claim amount of
IDR296,611,745,000.
The Creditors have agreed to settle the Company's obligations by accepting the New
Shares in the Proposed PMTHMETD, with the number of shares equivalent to the loan
equivalent value in Rupiah, divided by the exercise price of IDR75 per share in the
Proposed PMTHMETD (as further described in Number 4, Page 17 of this Information
Disclosure).
Some of the benefits that the Company will gain from the Proposed PMTHMETD include:
(a) the settlement of the Company's obligations will strengthen the Company's
capital structure with a reduced debt-to-equity ratio;
(b) the reduction in financial distress, which will enhance the Company's profitability;
(c) the reduction in the debt-to-equity ratio (DER) will enhance the Company's
flexibility in seeking new funding required for business development in the future;
and
(d) increase the investment value of the shareholders.
2. History of Debt to be Converted into Shares
(a) Company’s Debt to MTN
The Company and MTN have signed several cooperation agreements, as follows:
(i) Mining Services Agreement No. P-001/PA/DH.ENG-MTN/BCP/1/18 dated 2
January 2018, as amended by the First Amendment to the Mining Services
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 15
Page 16
Agreement dated 29 July 2019, and the Second Amendment to the Mining
Services Agreement dated 20 March 2024;
(ii) Letter of Intent No. S-062/BoD.02.cmd/PTDH/V/23 dated 31 May 2023; and
(iii) Letter of Contract Award No. S-082/BoD.02.cmd/PTDH/VIII/2023 dated 1
August 2023 as amended by Amendment of Letter of Contract Award No. S-
145/PTDH/BoD.02.lgl/XII/2024 dated 27 December 2024.
(The above-mentioned agreements shall hereinafter collectively be referred to as
the "MTN Cooperation Agreements").
MTN has a claim against the Company amounting to IDR756,990,789,000, where
the entire debt has matured and payable in full by the Company (“Trade Payables”).
The Company’s Trade Payables to MTN arose in connection with the Company’s
operational activities, where the Trade Payables represent the accumulation of
invoices based on the MTN Cooperation Agreements, whereby MTN is the
subcontractor providing mining services to support the Company’s business
activities.
The MTN Cooperation Agreement regulates the mining services provided by MTN
to the Company. Based on the MTN Cooperation Agreement, the Company and
MTN have agreed on several matters, including, but not limited to, the following:
(i) The Company is the entity designated to carry out mining activities by one of
the companies in Indonesia, which holds the Coal Contract of Work in
Bengalon, East Kalimantan, Indonesia, based on the Bengalon Operating
Agreement Mining Services dated 27 May 2004, and the Strategic
Agreement Mining Project dated 27 May 2004, along with all amendments
from time to time (“Main Agreement”);
(ii) The MTN Cooperation Agreement is an ancillary agreement to the Main
Agreement, therefore, any changes to the Main Agreement will be reflected
in the MTN Cooperation Agreement.
(iii) The Company, in carrying out its business, requires support from MTN, which
is competent and has specialized knowledge, experience, and expertise in
providing services in the Bengalon mining area; and
(iv) MTN has the expertise and capability to provide the services required by the
Company, in this matter including the provision of labor, materials, equipment,
supplies, and other technical support.
Furthermore, in relation to the settlement of the Accounts Payable, the Company
and MTN have signed a Debt Settlement Agreement dated 11 October 2023, as
amended by (i) First Amendment to be the Debt Settlement Agreement dated 17
September 2024, (ii) the Amendment and Restatement of the Debt Settlement
Agreement dated 27 December 2024, and (iii) First Amendment to the Amendment
and Restatement of the Debt Settlement Agreement dated 5 February 2025
(“MTN Debt Settlement Agreement”).
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 16
Page 17
Based on the MTN Debt Settlement Agreement, the Company has agreed that it
will settle the Trade Payables to MTN through the conversion of all the Accounts
Payable into a maximum of 10,093,210,520 Series B ordinary shares of the
Company at a conversion price of IDR75 per share, with subject to the
implementation mechanism of the Proposed PMTHMETD in accordance with the
provisions of POJK 14/2019.
The amount of Trade Payables agreed to be converted into Series B ordinary shares
of the Company is the debt arising from the provision of mining services by MTN to
the Company under the MTN Cooperation Agreement.
Debt Restructuring Terms and Conditions
Based on the First Amendment to the Amendment of the MTN Debt Settlement
Agreement, the Company and MTN are obligated to perform the following actions:
(i) the Company acknowledges and declares that it has Trade Payables to MTN,
which all of the Trade Payables, in the amount of IDR756,990,789,000, will be
settled by the Company through the conversion of the debt into Series B
ordinary shares in the Company by way of issuance of new shares, which will
be subscribed by MTN at a conversion price of IDR75 per share.
(ii) the settlement of the Trade Payables through the conversion of debt into
Series B ordinary shares in the Company will be carried out after the Company
obtains approval from the EGMS.
After the implementation of the Proposed PMTHMETD, the Company's debt to
MTN will be converted into approximately 24.81% of the Company's issued and
issued and paid-up capital, and the entire Trade Payables of the Company to MTN
will be settled.
(b) Company’s Debt to ATP
The Company and ATP have signed the Bridging Loan Agreement No. 22 dated 25
April 2022, as amended by the Deed of Amendment of the Bridging Loan
Agreement No. 2 dated 7 June 2023, and the Second Amendment to the Bridging
Loan Agreement No. 5 dated 8 July 2024, all drawn up before Muchlis Patahna,
S.H., M.Kn., Notary in Jakarta ("ATP Agreement"), which ATP provided the Company
with a loan facility amount to IDR358,925,000,000 ("Loan Facility"), with a
maturity date of 18 months from the disbursement date or on 27 October 2023, and
an interest rate of 12% per annum. The purpose of the funds from the Loan Facility,
as outlined in the ATP Agreement, is for the expansion of supporting services and
mining contracts, as well as working capital for the purchase of spare parts,
establishment and expansion of workshop facilities, infrastructure, and other
activities related to the Company's business operations.
Subsequently, in relation to the settlement of the Loan Facility, the Company and
ATP have entered into a Settlement Agreement dated 12 October 2023,
asamended by (i) the First Amendment to the Settlement Agreement dated 9 July
2024, (ii) the Amendment and Restatement of the Settlement Agreement dated 23
December 2024, and (iii) the First Amendment to the Amendment and Restatement
of the Settlement Agreement dated 5 February 2025 ("ATP Settlement
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 17
Page 18
Agreement"). Based on the ATP Settlement Agreement, ATP agrees that the
principal obligation of the Company to ATP amounting to IDR358,925,000,000 will
be settled in full through the conversion of debt into new shares in the Company
through the PMTHMETD, in accordance with the procedures under POJK 14/2019.
Based on the ATP Settlement Agreement, the Company will issue a maximum of
4,785,666,666 Series B ordinary shares at a conversion price of IDR75 per share,
subject to the implementation mechanism of the PMTHMETD in accordance with
the provisions of POJK 14/2019.
Furthermore, based on the ATP Agreement, the increase in the Company's capital
structure and the restructuring of the Company's debt require approval from ATP.
In this regard, the Proposed PMTHMETD has received approval from ATP pursuant
to Letter No. 060/ATP/DIR/XI/2023 dated 6 October 2023 concerning the
Approval for Capital Increase Without Preemptive Rights (PMTHMETD) in PT
Darma Henwa Tbk.
After the implementation of the Proposed PMTHMETD, the Company's debt to ATP
will be converted into approximately 11.76%of the Company's issued and paid-up
capital, and the Company's entire debt to ATP will be settled.
Terms and Conditions of Debt Restructuring
Based on the First Amendment to the Amendment and Restatement of the
Settlement Agreement, the Company and ATP are obligated to perform the
following actions:
(i) the Company acknowledges and declares that it owes ATP an amount of
IDR358,925,000,000, which will be paid by the Company through the
conversion of the debt into ordinary shares of the Company by issuing new
shares in the Company, which ATP will acquire at a conversion price of IDR75
per share.
(ii) the settlement of the Loan Facility by way of debt conversion to Series B
ordinary shares in the Company will be executed after the Company obtains
approval from EGMS.
(c) Company’s Debt to AMM
The Company and AMM have executed a Letter of Intent (LoI) Number S-
032/BoD.01.cmd/PTDH/III/2023 dated 29 March 2023 to carry out the mining
services in the Bengalon Mining Area, East Kalimantan (the cooperation
Agreement hereinafter referred to as the “AMM Cooperation Agreement”).
The Company and AMM have executed a Debt Acknowledgment Agreement dated
10 February 2025 ("AMM Debt Acknowledgment Agreement"). Based on the AMM
Debt Acknowledgment Agreement, the Company acknowledges that the Company
is indebted to AMM in the amount of IDR296,611,745,000 ("Trade Payables to
AMM").
Subsequently, AMM and the Company have signed a Debt Settlement Agreement
on 10 February 2025 ("AMM Settlement Agreement"), wherein AMM and the
Company have agreed that the Trade Payables to AMM will be settled through
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 18
Page 19
conversion into 3,954,823,266 shares of the Company's Series B ordinary shares at
a price of IDR75 per share, subject to the implementation mechanism of
PMTHMETD in accordance with the provisions of POJK 14/2019.
The agreed upon amount of Trade Payables to AMM to be converted into Series B
ordinary shares in the Company constitute debts arising from AMM's services in
the form of equipment provision, supplies, facilities, raw material supply, labor, and
management for mining services to conduct the Company's business operations of
mining services rendered by AMM to the Company.
Following the implementation of the Proposed PMTHMETD, the Company’s debt to
AMM will be converted into 9.72% of the Company's issued and paid-up capital,
and the entirety of the Company's debt to AMM will be fully settled.
Terms and Conditions of Debt Restructuring
Based on the Debt Settlement Agreement, the Company and AMM are obligated
to perform the following actions:
(i) the Company acknowledges and declares indebtedness to AMM in the
amount of IDR296,611,745,000 which shall be paid by the Company by
converting the debt into Series B ordinary shares in the Company to be
subscribed by AMM using a conversion price of IDR75 per share.
(ii) the settlement of the Trade Payables to AMM by converting debt into Series
B ordinary shares in the Company will be executed after the Company
obtains approval from EGMS.
3. Items in the Financial Statements that Cause the Company's Financial Position to Meet
the Conditions for a Capital Increase Without HMETD
Based on the Interim Consolidated Financial Statements as of 30 September 2024
(Audited), the liability items that meet the conditions for a capital increase without
HMETD through debt conversion are:
(a) The Accounts Payable to MTN creditors with an outstanding amount of
IDR756,990,789,000.
Based on the MTN Settlement Agreement, the Company and MTN have agreed
that all outstanding Trade Payables, amounting to IDR756,990,789,000, will be
converted into Series B ordinary shares of the Company.
The Company is required to complete the PMTHMETD at the latest on 31 July 2025,
and must immediately initiate the PMTHMETD process in accordance with POJK
14/2019.
(b) Other liabilities to third-party creditors to ATP with a total claim amounting to
IDR358,925,000,000.
Based on the ATP Settlement Agreement, the Company and ATP agreed that the
entire debt to ATP amounting to IDR358,925,000,000 shall be converted into
Series B ordinary shares of the Company.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 19
Page 20
The Company is required to complete the PMTHMETD at the latest on 31 July 2025,
and must immediately initiate the PMTHMETD process in accordance with POJK
14/2019.
(c) Trade Payables to creditor AMM with a total claim amounting to
IDR296,611,745,000.
Based on the AMM Settlement Agreement, the Company and AMM agree that all
of the Trade Payables, amounting to IDR296,611,745,000, shall be converted into
Series B ordinary shares of the Company.
The Company is required to complete the PMTHMETD at the latest signing date of
31 July 2025, and must immediately initiate the PMTHMETD process in accordance
with POJK 14/2019.
4. Exercise Price in the Proposed PMTHMETD
The exercise price for the New Shares to be issued in the proposed PMTHMETD is IDR75
per share.
The proposed PMTHMETD to be implemented by the Company is for the purpose of
improving the financial position, therefore, the exercise price is determined in
accordance with the provisions in Point V.1.3 of Appendix II of the Regulation No. I-A,
where the exercise price is determine based on the mutual agreement of the parties,
carried out fairly (arm’s length transaction), does not violate applicable laws, and is
executed without disadvantaging non-controlling and non-major shareholders, and has
complied with the provisions of V.1.4 and V.1.5 of Appendix II of Regulation No. I-A.
5. The Value of the Proposed PMTHMETD
The total value of the proposed PMTHMETD is IDR1, 412,527,534,000, which is divided
into (a) the Trade Payables to MTN amounting to IDR756,990,789,000; (b) debt to ATP
for the Loan Facility amounting to IDR358,925,000,000; and (c) Trade Payables to AMM
amounting to IDR296,611,745,000.
6. The Implementation Period of the Proposed PMTHMETD
The implementation of the Proposed PMTHMETD will be carried out after obtaining
approval from the shareholders in the EGMS, which will be held on Thursday, 13 February
2025. The company will exercise the Proposed PMTHMETD in accordance with the
provisions of the Company's Articles of Association and applicable laws and regulations,
including POJK 14/2019 and the Regulation No. I-A.
The issuance of the New Shares at the exercise price of IDR75 per share will be carried
out according to a schedule that will be communicated through an announcement as
referred to in Articles 43A and 43B of POJK 14/2019, as follows:
(a) At the latest 5 business days before the implementation of the Proposed
PMTHMETD, the Company will notify OJK and announce to the public regarding
the timing of the capital increase.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 20
Page 21
(b) At the latest 2 business days after the implementation of the Proposed
PMTHMETD, the Company will notify OJK and the public regarding the results of
the capital increase, including information such as the number and price of shares
issued and the parties who obtained the shares from the conversion.
As information, the important dates to be considered in relation to the implementation
of the Proposed PMTHMETD are as listed in the following schedule table:
EVENT DATE
Application for Additional Share Listing to the IDX 20 February 2025
Announcement of the Proposed Implementation of 21 February 2025
PMTHMETD
Submission of announcement evidence of the Proposed 24 February 2025
Implementation of PMTHMETD to OJK
Date of PMTHMETD Implementation 27 February 2025
Announcement of the Results of PMTHMETD Implementation 3 March 2025
Submission of proof of the announcement of the results of 5 March 2025
PMTHMETD implementation to OJK
7. Use of Proceed Plan of the Proposed PMTHMETD
There is no use of proceeds in this PMTHMETD as the proceeds recorded as the result
of this PMTHMETD are the results from the Company's debt conversion to the Creditors,
which is a settlement of the Company's debt to the Creditors.
8. Management’s Analysis and Discussion
Hereunder is the proforma financial table that shows changes in related accounts and
other financial ratios as a result of the Proposed PMTHMETD, using the Interim
Consolidated Financial Statements as of 30 September 2024 (Audited):
(jn thousands of Rupiah)
Before After
Capital Increase Adjustment Capital Increase
Proforma based on the Statement of Financial Position as of 30 September 2024
Total Assets 7,653,376,027 - 7,653,376,027
Total Current Assets 2,665,741,358 - 2,665,741,358
Total Non-Current Assets 4,987,634,669 - 4,987,634,669
Total Liabilities 4,353,769,858 -1,412,527,534 2,941,242,324
Total Short-Term Liabilities 3,811,306,588 -1,412,527,534 2,398,779,054
Total Long-Term Liabilities 542,463,270 - 542,463,270
Total Equity 3,299,606,169 1,412,527,534 4,712,133,703
Paid-up Capital 2,185,373,379 941,685,022 3,127,058,401
Additional Paid-up Capital – Net 737,708,151 470,842,512 1,208,550,663
Adjustment of the Change of
1,462,242,956 - 1,462,242,956
Currency
Deficit Balance (1,083,353,557) - (1,083,353,557)
Non-controlling Interest (2,364,760) - (2,364,760)
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 21
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Financial Ratio Financial Ratio Before Financial Ratio After Capital
30 September 2024 Capital Increase Increase
Current Ratio (X) 0.70x 1.11x
ROA 0.12% 0.12%
ROE 0.29% 0.20%
DER 1.32x 0.62x
EBITDA to revenue (%) 13.97% 13.97%
The implementation of the Proposed PMTHMETD will result in a reduction of the
Company’s Total Liabilities by IDR1,412,527,534,000. Therefore, based on the Interim
Consolidated Financial Statements as of 30 September 2024 (Audited), the Company’s
Total Liabilities before the PMTHMETD amounting to IDR4,353,769,858,000 will
decrease to IDR2,941,242,324,000 after the Proposed PMTHMETD.
In addition, the issuance of New Shares in the Proposed PMTHMETD will result in an
increase in equity from additional paid-in capital. As a result of the implementation of the
PMTHMETD, equity based on the consolidated financial statements for the period ending
on 30 September 2024, will increase by IDR1,412,527,534,000. Total equity as of 30
September 2024, will rise from IDR3,299,606,169,000 to IDR4,712,133,703,000. With the
increase in equity, the Company’s debt-to-equity ratio (DER) will improve, with the DER as
of 30 September 2024, decreasing from 1.32x to 0.62x.
9. Risk or Impact of the Proposed PMTHMETD to Shareholders
The percentage of shareholding ownership in the company will decrease the percentage
of shareholding ownership (dilution) amount to 46.29% after the implementation of the
Proposed PMTHMETD.
10. Capital Structure of the Company Before and After the Implementation of the Proposed
PMTHMETD
The table below shows the composition of shareholders and the capital structure of the
Company before and after the implementation of the Proposed PMTHMETD:
Before Proposed PMTHMETD** After Proposed PMTHMETD
Description
Serie Nominal Value Nominal Value
Total Shares % Total Shares %
s (IDR) (IDR)
Authorized Capital
Series A A 21,853,733,792 2,185,373,379,200 21,853,733,792 2,185,373,379,200
Series B B 76,292,532,416 3,814,626,620,800 76,292,532,416 3,814,626,620,800
98,146,266,208 6,000,000,000,000 98,146,266,208 6,000,000,000,00
Total Authorized Capital 0
Issued and Paid-up Capital:
Goldwave Capital Limited A 3,815,217,000 381,521,700,000 17.46 3,815,217,000 381,521,700,000 9.38
Zurich Assets International A 11.50
Ltd 2,513,178,390 251,317,839,000 2,513,178,390 251,317,839,000 6.18
B -
PT Madhani Talatah
Nusantara - - 10,093,210,520 504,660,526,000 24.81
B -
PT Andhesti Tungkas Pratama - - 4,785,666,666 239,283,333,300 11.76
PT Antareja Mahada Makmur B 3,954,823,266 197,741,163,300 9.72
Public* A 15,525,338,402 1,552,533,840,200 71.04 15,525,338,402 1,552,533,840,200 38.15
100.0 100.0
21,853,733,792 2,185,373,379,200 39,021,669,007 3,043,770,139,969
Total Issued and Paid-up Capital 0 0
Shares in Portfolio
Series A A - - - -
Series B B 76,292,532,416 3,814,626,620,800 57,458,831,964 2,872,941,598,200
Total Shares in Portfolio 76,292,532,416 3,814,626,620,800 57,458,831,964 2,872,941,598,200
*) Shareholders with ownership of less than 5%
**) The capital structure and composition of the Company's shareholders before the PMTHMETD are based on (i) Deed No. 9/2022
and (ii) the Shareholders Register as of 29 November 2024, issued by PT Ficomindo Buana Registrar.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 22
Page 23
The Company does not own any shares held by itself (treasury shares), and the Company's
Board of Directors and Board of Commissioners do not own any shares issued by the
Company.
11. Control Over the Company After the Implementation of the Proposed PMTHMETD
The Creditors have declared that they will not control the Company based on (a) MTN’s
Statement Letter dated 27 December 2024, (b) ATP’s Statement Letter dated 18 December
2024, and (c) AMM’s Statement Letter dated 10 February 2025.
Thus, there will be no change in the control of the Company after the implementation of
the Proposed PMTHMETD.
12. Information Regarding the Creditors
(a) PT Madhani Talatah Nusantara (“MTN”)
MTN, domiciled in Jakarta, located at Alamanda Tower 11-12 Floor, Kav. 23-24,
Cilandak, Jakarta, is a limited liability company established and governed under
the laws of the Republic of Indonesia based on Deed of Establishment No. 55 dated
31 October 2001, drawn up before Siti Pertiwi Henny Shidki, S.H., Notary in Jakarta,
which has obtained approval from the Minister of Justice of the Republic of
Indonesia (currently the MOLHR) based on the Decree No. C-04942
HT.01.01.TH.2002 dated 26 March 2002, and has been registered at the South
Jakarta District Court Registry under No. 090317134948, and recorded in the
mandatory company register No. 1665 dated 21 August 2002 ("MTN’s Deed of
Establishment").
The MTN’s Deed of Establishment, which contains MTN's articles of association,
has been amended several timers, the most recent being amended based on the
Deed of Meeting Resolutions of MTN No. 16 dated 26 July 2024, drawn up before
Miryany Usman, S.H., Notary in Jakarta, which has been approved by the MOLHR
based on Decree No. AHU-0046408.AH.01.02.Tahun 2024 dated 30 July 2024,
and registered in the Company Register No. AHU-0155808.AH.01.11.Tahun 2024
dated 30 July 2024 ("MTN’s Deed No. 16/2024").
The MTN’s Deed of Establishment and MTN’s Deed No. 16/2024 are hereinafter
referred to as the "MTN’s Articles of Association".
Business Activities
Based on the MTN’s Articles of Association, the purposes and objectives of MTN
are to conduct business activities in the fields of mining and excavating,
construction, rental and leasing activities without options rights, labor services,
travel agencies, other business support activities, information and communication,
and manufacturing industries.
Capital Structure and Shareholders Composition
Based on the Deed of Circular Resolution of the Shareholders in Lieu of the MTN’s
GMS No. 03 dated 23 July 2019, drawn up before Endang Betty Budiyanti Moesigit,
S.H., Notary in South Jakarta, which has obtained approval from the MOLHR based
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 23
Page 24
on Decree No. AHU-0051200.AH.01.02.Tahun 2009 dated 13 August 2019, and
notified to and received by the MOLHR based on (i) Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.03-0313596 dated 13
August 2019, and (ii) Receipt of Notification of Change of Company Data No. AHU-
AH.01.03-0313597 dated 14 August 2019, and has been registered in the Company
Register No. AHU-0137376.AH.01.11.Tahun 2019, the capital structure and
shareholders of MTN are as follows:
Nominal Value IDR100,000 / shares
Ownership
Description
Total Nominal Value Percentage (%)
Number of Shares
(IDR)
Authorized Capital 100,000 10,000,000,000
Issued and Paid-up Capital
1. David Ronaldson 22,500 2,250,000,000 90.00
2. Dwi Hartanto 2,500 250,000,000 10.00
Issued and Paid-up Capital 25,000 2,500,000,000 100.00
Shares in Portfolio 75,000 7,500,000,000 -
Management and Supervision
Based on MTN’s Articles of Association, the composition of the Board of Directors
and the Board of Commissioners of MTN is as follows:
Board of Commissioner
Commissioner : Indrajanto
Board of Directors
President Director : David Ronaldson
Director : Dwi Hartanto
Director : Adam Ronaldson
Affiliate Relationship with the Company
MTN has no affiliate relationship with the Company.
(b) PT Andhesti Tungkas Pratama (“ATP”)
ATP is located in South Jakarta, at Rasuna Office Park, LG Podium North Floor,
Taman Rasuna Apartment Complex, Jl. H.R. Rasuna Said, Kuningan, Setiabudi,
Jakarta is a limited liability company established under and governed by the laws
of the Republic of Indonesia based on Deed of Establishment No. 19 dated 19 April
2022, drawn up before Martina S.H., Notary in Jakarta which has obtained
approval from the MOLHR based on Decree No. AHU-0027719.AH.01.01.Tahun
2022 dated 19 April 2022 and registered in the Company Registry No. AHU-
0077594.AH.01.11.Tahun 2022 dated 19 April 2022 (“ATP’s Deed of Establishment”).
Business Activities
Based on the ATP’s Deed of Establishment, the purpose and objectives of ATP are
to engage in business activities in the fields of financial and insurance activities,
as well as professional, scientific, and technical activities.
Capital Structure and Shareholder Composition
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 24
Page 25
Based on ATP’s Deed of Establishment, the capital structure and shareholders
composition of ATP are as follows:
Nominal Value IDR1,000,000/ shares Ownership
Description Percentage
Total Nominal Value
Number of Shares (%)
(IDR)
Authorized Capital 2,000 2,000,000,000
Issued and Paid-up Capital
1. Drs. Hardoyo MM 250 250,000,000 50.00
2. Agus Suryono 250 250,000,000 50.00
Issued and Paid-up Capital 500 500,000,000 100.00
Shares in Portfolio 1,500 1,500,000,000 -
Management and Supervision
Based on ATP’s Deed of Establishment, the composition of the Board of Directors
and the Board of Commissioners of ATP is as follows:
Board of Commissioner
Commissioner : Drs. Hardoyo MM
Board of Director
Director : Agus Suryono
Affiliate Relationship with the Company
ATP has no affiliate relationship with the Company.
(c) PT Antareja Mahada Makmur (”AMM”)
AMM is located in South Jakarta, at Office 8 Building 8th Floor, Jl. Senopati Raya
No. 8B, Senayan, Kebayoran Baru, South Jakarta, is a limited liability company
established under and governed by the laws of the Republic of Indonesia based on
Deed of Establishment No. 6 dated 11 December 2017, drawn up before Monika
Antonputri, S.H., M.Kn., Notary in Tangerang Regency, which has obtained approval
from the MOLHR based on Decree No. AHU-0056799.AH.01.01.Tahun 2017 dated
14 December 2017, and registered in the Company Registry No. AHU-
0159236.AH.01.11.Tahun 2017 dated 14 December 2017 ("AMM’s Deed of
Establishment").
The AMM's Deed of Establishment, which contains AMM's articles of association,
has been amended several times, the most recent being amended based on the
Deed of Statement of AMM Shareholders' Resolution No. 88 dated 17 October
2024, drawn up before Humberg Lie, S.H., S.E., M.Kn., Notary in Jakarta, which has
been approved by the MOLHR based on Decree No. AHU-0067565.AH.01.02.Tahun
2024 dated 23 October 2024 and has been notified to and received by the MOLHR
based on (i) Receipt of Notification of Amendment to Articles of Association No.
AHU-AH.01.03-0203623 dated 23 October 2024 and (ii) Receipt of Notification of
Change of Company Data No. AHU-AH.01.09-0266487 dated 23 October 2024,
and registered in the Company Register No. AHU-0227188.AH.01.11.Tahun 2024
dated 23 October 2024 ("AMM’s Deed No. 88/2024").
The AMM’s Deed of Establishment and AMM’s Deed No. 88/2024 are hereinafter
referred to as the "AMM’s Articles of Association".
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 25
Page 26
Business Activities
Based on AMM's Articles of Association, the purposes and objectives of AMM are
to conduct business activities in the fields of rental and leasing activities without
option rights for machinery, equipment and other tangible goods, transportation,
wholesale trade, construction, mining, water pipeline installation, specialized
telecommunications, repair of machinery for specialized purposes, and owned or
leased real estate.
Capital Structure and Composition of Shareholders
Based on AMM's Articles of Association, the capital structure and shareholders of
AMM are as follows:
Nominal Ownership
Serie Number of Total Nominal Value
Description Value Per Percentage
s Shares (IDR)
Shares (%)
Authorized Capital A IDR1,000,00 70,000 70,000,000,000
0
B IDR1,000,00 250,000 250,000,000,000
0
Issued and Paid-up Capital:
1. PT Putra Perkasa Abadi A IDR1,000,00 2,926 2,926,000,000
1.95
0
2. PT Bimasena Mahada A IDR1,000,00 4,520 4,520,000,000
3.02
Makmur 0
3. PT Citrayuda Mahada A IDR1,000,00 1,667 1,667,000,000
1.11
Makmur 0
4. PT Drupadi Mahada A IDR1,000,00 658 658,000,000
0.44
Makmur 0
5. Koperasi Putra Perkasa A IDR1,000,00 1,138 1,138,000,000
0.76
Abadi Sejahtera 0
6. Sujoko Martin A IDR1,000,00 2,780 2,780,000,000
1.86
0
7. Joko Triraharjo A IDR1,000,00 1,845 1,845,000,000
1.23
0
8. Budiman A IDR1,000,00 1,070 1,070,000,000
0.71
0
9. Raden Teguh Sapto Subroto A IDR1,000,00 945 945,000,000
0.63
0
10. Junaedi Setiawan Teodorus A IDR1,000,00 889 889,000,000
0.59
0
11. Darma Dana Azis A IDR1,000,00 700 700,000,000
0.47
0
12. Yandriansyah A IDR1,000,00 630 630,000,000
0.42
0
13. Ufo Mahendra Putranto A IDR1,000,00 605 605,000,000
0.40
0
14. Subhan Jamil A IDR1,000,00 307 307,000,000
0.21
0
15. Koko Prayitno A IDR1,000,00 360 360,000,000
0.24
0
16. Agung Budiarto A IDR1,000,00 350 350,000,000
0.23
0
17. Supriyanto A IDR1,000,00 343 343,000,000
0.23
0
18. Muhammad Affan A IDR1,000,00 325 325,000,000
0.22
0
19. Akbar A IDR1,000,00 310 310,000,000
0.21
0
20. Handy Sastradi A IDR1,000,00 305 305,000,000
0.20
0
21. Muhadi, S.E. A IDR1,000,00 110 110,000,000
0.07
0
22. Dwi Hendra Irawan A IDR1,000,00 281 281,000,000
0.19
0
23. Agung Hardianto A IDR1,000,00 270 270,000,000
0.18
0
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 26
Page 27
Nominal Ownership
Serie Number of Total Nominal Value
Description Value Per Percentage
s Shares (IDR)
Shares (%)
24. Sunaryo A IDR1,000,00 260 260,000,000
0.17
0
25. Aris Aryanto A IDR1,000,00 239 239,000,000
0.16
0
26. Yoga Apri Disetia A IDR1,000,00 238 238,000,000
0.16
0
27. Aditya Setiawan A IDR1,000,00 220 220,000,000
0.15
0
28. Achmad Fauzie A IDR1,000,00 210 210,000,000
0.14
0
29. Muhibbudin Ikhwan A IDR1,000,00 207 207,000,000
0.14
0
30. Aisyah A IDR1,000,00 205 205,000,000
0.14
0
31. Margono A IDR1,000,00 132 132,000,000
0.09
0
32. Edi Istopa A IDR1,000,00 80 80,000,000
0.05
0
33. Edwin Suryo Sumitro A IDR1,000,00 147 147,000,000
0.10
0
34. Khalid Kasim A IDR1,000,00 155 155,000,000
0.10
0
35. Prasetyo Wibowo A IDR1,000,00 120 120,000,000
0.08
0
36. Jaka Kusharyanta A IDR1,000,00 170 170,000,000
0.11
0
37. Alimin A IDR1,000,00 126 126,000,000
0.08
0
38. Tommy Mohammad Chadiq A IDR1,000,00 160 160,000,000
0.11
0
39. Agung Supri Anto A IDR1,000,00 141 141,000,000
0.09
0
40. Robawi A IDR1,000,00 120 120,000,000
0.08
0
41. Dede Andarso A IDR1,000,00 10 10,000,000
0.01
0
42. Wahyu Binuko A IDR1,000,00 144 144,000,000
0.10
0
43. Agung Siswanto A IDR1,000,00 137 137,000,000
0.09
0
44. Fachrul Latuconsina A IDR1,000,00 130 130,000,000
0.09
0
45. Muhammad Naofal A IDR1,000,00 130 130,000,000
0.09
Zulkarnain 0
46. Eko Puji Sucahyo A IDR1,000,00 94 94,000,000
0.06
0
47. Dhamar Rustamaji A IDR1,000,00 122 122,000,000
0.08
0
48. Andi Sugeng Harianto A IDR1,000,00 93 93,000,000
0.06
0
49. Thomas Deddy Setiady A IDR1,000,00 115 115,000,000
0.08
0
50. Sumarno A IDR1,000,00 50 50,000,000
0.03
0
51. Ali Kusumah Singawilastra A IDR1,000,00 101 101,000,000
0.07
0
52. Akmal Maulana Luthfi A IDR1,000,00 110 110,000,000
0.07
Ridlosang Gusti 0
53. Muhammad Santoso A IDR1,000,00 110 110,000,000
0.07
0
54. Anita Triyana A IDR1,000,00 90 90,000,000
0.06
0
55. Ngadiyanto A IDR1,000,00 108 108,000,000
0.07
0
56. Eko Pujiono A IDR1,000,00 50 50,000,000
0.03
0
57. Eko Arianto A IDR1,000,00 50 50,000,000
0.03
0
58. Rodli Muhajir A IDR1,000,00 100 100,000,000
0.07
0
59. Gatot Munhar Jumanto A IDR1,000,00 100 100,000,000
0.07
0
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 27
Page 28
Nominal Ownership
Serie Number of Total Nominal Value
Description Value Per Percentage
s Shares (IDR)
Shares (%)
60. Edi Liyanto A IDR1,000,00 70 70,000,000
0.05
0
61. Djoko Purwanto A IDR1,000,00 100 100,000,000
0.07
0
62. Budi Hermanto A IDR1,000,00 88 88,000,000
0.06
0
63. Agus Salim A IDR1,000,00 100 100,000,000
0.07
0
64. Nanang Prambudi A IDR1,000,00 100 100,000,000
0.07
0
65. Suwarno A IDR1,000,00 85 85,000,000
0.06
0
66. Shelvy Setia Innda A IDR1,000,00 77 77,000,000
0.05
0
67. Sutadji A IDR1,000,00 65 65,000,000
0.04
0
68. Ananda Agustyanto A IDR1,000,00 70 70,000,000
0.05
Laksono 0
69. Rizal Efriansyah A IDR1,000,00 50 50,000,000
0.03
0
70. Yadiono A IDR1,000,00 86 86,000,000
0.06
0
71. Yospita Feronika Br Ginting A IDR1,000,00 50 50,000,000
0.03
0
72. Hendri Prayogo A IDR1,000,00 85 85,000,000
0.06
0
73. Muhammad Anwar Hasan A IDR1,000,00 82 82,000,000
0.05
Salasa 0
74. Tegar Tahanuji A IDR1,000,00 80 80,000,000
0.05
0
75. Dedi Sofyan Hadi A IDR1,000,00 80 80,000,000
0.05
0
76. Bayu Setiawan A IDR1,000,00 80 80,000,000
0.05
0
77. Faham Burhanuddin A IDR1,000,00 77 77,000,000
0.05
0
78. Maulida Surya Irawan A IDR1,000,00 51 51,000,000
0.03
0
79. Maryoto A IDR1,000,00 63 63,000,000
0.04
0
80. Joko Sunawan A IDR1,000,00 70 70,000,000
0.05
0
81. Ikhtiar Dwi Wardhana A IDR1,000,00 47 47,000,000
0.03
0
82. Suto Rebowo A IDR1,000,00 66 66,000,000
0.04
0
83. Prasetyo Budi Utomo A IDR1,000,00 60 60,000,000
0.04
0
84. Zulkarnaen, S.T. A IDR1,000,00 65 65,000,000
0.04
0
85. Miftakhul Khoiri A IDR1,000,00 20 20,000,000
0.01
0
86. Jumarno A IDR1,000,00 65 65,000,000
0.04
0
87. Mulyono Hadi Saputro A IDR1,000,00 50 50,000,000
0.03
0
88. Muammer Khadafi A IDR1,000,00 58 58,000,000
0.04
0
89. Ahmad Alinafiah A IDR1,000,00 62 62,000,000
0.04
0
90. Nanang Sofiyulloh Gojali A IDR1,000,00 60 60,000,000
0.04
0
91. Asri Pasalli A IDR1,000,00 50 50,000,000
0.03
0
92. Suryana A IDR1,000,00 60 60,000,000
0.04
0
93. Prayitno A IDR1,000,00 58 58,000,000
0.04
0
94. Hm. Ron Ferry Dayan, S.E. A IDR1,000,00 57 57,000,000
0.04
0
95. Samsul Arifin A IDR1,000,00 43 43,000,000
0.03
0
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 28
Page 29
Nominal Ownership
Serie Number of Total Nominal Value
Description Value Per Percentage
s Shares (IDR)
Shares (%)
96. Ryaldo Rivelino Gema A IDR1,000,00 53 53,000,000
0.04
Muhammad 0
97. Yoga Pramana Ningrom A IDR1,000,00 51 51,000,000
0.03
0
98. Endik Riyanto A IDR1,000,00 37 37,000,000
0.02
0
99. Heru Kristiawan A IDR1,000,00 50 50,000,000
0.03
0
100. Candra Budi Setiawan, Ahli A IDR1,000,00 45 45,000,000
0.03
Madya, 0
101. Berthoni Gantino A IDR1,000,00 50 50,000,000
0.03
0
102. Arisal Farzan A IDR1,000,00 40 40,000,000
0.03
0
103. Agus Muhajirin A IDR1,000,00 40 40,000,000
0.03
0
104. Dwi Agung Priyanggoro A IDR1,000,00 27 27,000,000
0.02
0
105. Muhammad Rokim A IDR1,000,00 47 47,000,000
0.03
0
106. Suprapto A IDR1,000,00 44 44,000,000
0.03
0
107. Deny Prasetywan A IDR1,000,00 44 44,000,000
0.03
0
108. Wagiman A IDR1,000,00 42 42,000,000
0.03
0
109. Arif Al Fatah Nurul Yasin A IDR1,000,00 42 42,000,000
0.03
0
110. Totok Bayu Saputro A IDR1,000,00 41 41,000,000
0.03
0
111. Bambang Triyo Nugroho A IDR1,000,00 41 41,000,000
0.03
0
112. Achmad Islichan A IDR1,000,00 40 40,000,000
0.03
0
113. Muh Dalleng Kamaruddin A IDR1,000,00 40 40,000,000
0.03
0
114. Sandi Prasetyo A IDR1,000,00 40 40,000,000
0.03
0
115. Alvino A IDR1,000,00 40 40,000,000
0.03
0
116. Ahmad Yudi A IDR1,000,00 38 38,000,000
0.03
0
117. Satirun A IDR1,000,00 38 38,000,000
0.03
0
118. Irfan Wahyudi A IDR1,000,00 37 37,000,000
0.02
0
119. Andri Noparizal A IDR1,000,00 10 10,000,000
0.01
0
120. Rizaldhi Dwijaya A IDR1,000,00 35 35,000,000
0.02
0
121. Sutarno A IDR1,000,00 14 14,000,000
0.01
0
122. Arman Suyanto A IDR1,000,00 33 33,000,000
0.02
0
123. Agy Sugiyatno A IDR1,000,00 30 30,000,000
0.02
0
124. Nova Wiliyanto A IDR1,000,00 32 32,000,000
0.02
0
125. Ahmad Zaenudin A IDR1,000,00 32 32,000,000
0.02
0
126. Mohamad Muklis A IDR1,000,00 19 19,000,000
0.01
0
127. Herry Purwoto A IDR1,000,00 30 30,000,000
0.02
0
128. Tursino A IDR1,000,00 30 30,000,000
0.02
0
129. Rochmad Anwar Afandi A IDR1,000,00 30 30,000,000
0.02
0
130. Mustofa A IDR1,000,00 20 20,000,000
0.01
0
131. Kardi S. Mingkala A IDR1,000,00 30 30,000,000
0.02
0
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 29
Page 30
Nominal Ownership
Serie Number of Total Nominal Value
Description Value Per Percentage
s Shares (IDR)
Shares (%)
132. Juli Hariyanto A IDR1,000,00 30 30,000,000
0.02
0
133. Hadi Sungkowo A IDR1,000,00 30 30,000,000
0.02
0
134. Fauzi Candra A IDR1,000,00 30 30,000,000
0.02
0
135. Ipanto Giovanni Sihaloho A IDR1,000,00 30 30,000,000
0.02
0
136. Kukuh Dwi Pratikto A IDR1,000,00 28 28,000,000
0.02
0
137. Jam’an A IDR1,000,00 28 28,000,000
0.02
0
138. Fika Kurniawan A IDR1,000,00 28 28,000,000
0.02
0
139. Mansursyah A IDR1,000,00 27 27,000,000
0.02
0
140. Arif Rahman A IDR1,000,00 25 25,000,000
0.02
0
141. Rudianto A IDR1,000,00 5 5,000,000
0.00
0
142. Abdurrosyid A IDR1,000,00 24 24,000,000
0.02
0
143. Den Ahmad A IDR1,000,00 24 24,000,000
0.02
0
144. Noor Akhmad H A IDR1,000,00 23 23,000,000
0.02
0
145. Nurwahid A IDR1,000,00 23 23,000,000
0.02
0
146. Fathul Muin A IDR1,000,00 22 22,000,000
0.01
0
147. Eko Ryzianto A IDR1,000,00 21 21,000,000
0.01
0
148. Anjar Primaskito A IDR1,000,00 20 20,000,000
0.01
0
149. Selby Firdaus A IDR1,000,00 20 20,000,000
0.01
0
150. Moch Hasyam Asy’ari A IDR1,000,00 20 20,000,000
0.01
0
151. Gunawan A IDR1,000,00 20 20,000,000
0.01
0
152. Insinyur Danny Kharnizal A IDR1,000,00 17 17,000,000
0.01
0
153. Wahid Pramono A IDR1,000,00 17 17,000,000
0.01
0
154. Agus Suwantoro A IDR1,000,00 16 16,000,000
0.01
0
155. Eko Budi Santoso A IDR1,000,00 15 15,000,000
0.01
0
156. Agus Priyanto A IDR1,000,00 15 15,000,000
0.01
0
157. Emo Lego Waluyo A IDR1,000,00 14 14,000,000
0.01
0
158. Bondan Kesowo Pambudi A IDR1,000,00 13 13,000,000
0.01
0
159. Agung Hutama Putra A IDR1,000,00 13 13,000,000
0.01
0
160. Toyib Usman A IDR1,000,00 12 12,000,000
0.01
0
161. Miftakhodin A IDR1,000,00 12 12,000,000
0.01
0
162. Agus Muji Widodo A IDR1,000,00 12 12,000,000
0.01
0
163. Achmad Yatim A IDR1,000,00 12 12,000,000
0.01
0
164. Rosan Supriyadi A IDR1,000,00 12 12,000,000
0.01
0
165. Sunardi A IDR1,000,00 11 11,000,000
0.01
0
166. Ferry Hadian Mubarak A IDR1,000,00 10 10,000,000
0.01
Ahmad 0
167. Sutarno A IDR1,000,00 10 10,000,000
0.01
0
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 30
Page 31
Nominal Ownership
Serie Number of Total Nominal Value
Description Value Per Percentage
s Shares (IDR)
Shares (%)
168. Steven Tammu A IDR1,000,00 10 10,000,000
0.01
0
169. Purnomo A IDR1,000,00 10 10,000,000
0.01
0
170. Mulyono A IDR1,000,00 10 10,000,000
0.01
0
171. Juli Arifin A IDR1,000,00 10 10,000,000
0.01
0
172. Eko Prasetyo A IDR1,000,00 10 10,000,000
0.01
0
173. Ekadian Sukmana A IDR1,000,00 10 10,000,000
0.01
0
174. Alianto A IDR1,000,00 10 10,000,000
0.01
0
175. Yato A IDR1,000,00 10 10,000,000
0.01
0
176. Dian Widya Utami A IDR1,000,00 7 7,000,000
0.00
0
177. Destisa Ayu Kumorowati A IDR1,000,00 44 44,000,000
0.03
0
178. PT Putra Perkasa Abadi B IDR1,000,00 117,000 117,000,000,000
78.17
0
Total issued and Paid-up Capital 149,670 149,670,000,000 100.00
Shares in Portofolio A 37,330 37,330,000,000
B 133,000 133,000,000,000
Management and Supervision
Based on AMM's Articles of Association, the composition of AMM’s Board of
Directors and Board of Commissioners are as follows:
Board of Commissioner
Commissioner : Sujoko Martin
Board of Directors
President Director : Joko Triraharjo
Director : Ardi Tirta Tjoa
Director : Muhammad Affan
Director : Raden Teguh Sapto Subroto
Director : Arif Rahman
Affiliate Relationship with the Company
AMM has no affiliate relationship with the Company.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 31
Page 32
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In connection with the Proposed PMTHMETD as described in this Information Disclosure, the
Company intends to seek approval at the EGMS to be held on:
Day, Date : Thursday, 13 February 2025
Time : 02:00 PM Western Indonesian Time - finished
Place : Financial Hall Jakarta, Graha CIMB Niaga 2nd Floor, Jalan Jenderal
Sudirman Kav. 58, South Jakarta
Notes : The meeting will be held in a hybrid format by the Company, by using
eASY.KSEI provided by KSEI.
The agenda items of the EGMS related to the Proposed PMTHMETD are as follows:
1. Approval of the Company's plan to carry out PMTHMETD in the context of a financial
distress in accordance with the provisions of Article 3 (a) of POJK 14/2019, by converting
the Company's debt to its creditors into new Series B shares derived from the Company's
treasury shares.
2. Approval of the amendment to Article 4 paragraph (2) of the Company's Articles of
Association regarding the increase in the Company's issued and paid-up capital in
connection with the implementation of PMTHMETD.
Furthermore, the Company has made an announcement of the EGMS through the IDX website
at www.idx.co.id, the eASY.KSEI website at https://akses.ksei.co.id, and the Company's
website at https://www.ptdh.co.id, on 30 December 2024 respectively.
The quorum requirements for attendance and approval for the first and second agenda items,
as mentioned above, in accordance with POJK 15/2020 and the provisions of the Company's
Articles of Association are as follows:
1. EGMS may be held if more than 1/2 of the total shares with voting rights are present or
represented. The decision of the RUPSLB is valid if approved by more than 1/2 of the total
shares with voting rights present at the RUPSLB.
2. in the event that the quorum for attendance at the first EGMS, as referred to in point 1
above is not met, a second EGMS may be held with the provision that the second EGMS
is valid and entitled to make decisions if attended by at least 1/3 of the total shares with
voting rights are present or represented. The decision of the second EGMS is valid if
approved by more than 1/2 of the total shares with voting rights present at the second
EGMS.
3. In the event that the quorum for attendance at the second EGMS, as referred to in point
2 above, is not met, the third EGMS may be held with the provision that the third EGMS
is valid and entitled to make decisions if attended by shareholders of shares with valid
voting rights in the attendance quorum and decision quorum as determine by the OJK
upon the Company's request.
The invitation for the EGMS will be published on 14 January 2025 on the IDX website and the
Company's website.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 32
Page 33
As information, the important dates to be noticed in connection with the implementation of the Company's EGMS are listed in the following schedule table: Amendments and/or Additional Information to the Information Disclosure to the Shareholders 33
Page 34
EVENT DATE
Notification to OJK regarding the agenda of the EGMS 19 December 2024
Information Disclosure to Shareholders regarding the Proposed
30 December 2024
PMTHMETD
Announcement of EGMS 30 December 2024
Invitation of EGMS 14 January 2025
EGMS 13 February 2025
Announcement of the Summary of the Minutes of the EGMS
17 February 2025
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 34
Page 35
STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE
COMPANY
This Information Disclosure has been approved by the Board of Commissioners and the Board
of Directors of the Company, and therefore, the Board of Commissioners and the Board of
Directors are responsible for the accuracy of the information contained herein. All material
information and opinions presented in this Information Disclosure are true and can be
accounted for, and no other material information has been withheld that could make this
statement untrue or misleading.
The Board of Directors and the Board of Commissioners of the Company recommend that all
shareholders approve the Proposed PMTHMETD as described in this Information Disclosure.
In making this recommendation to the shareholders, the Board of Directors and the Board of
Commissioners have reviewed the benefits of the Proposed PMTHMETD and, therefore,
believe that the implementation of the Proposed PMTHMETD is the best option for the
Company and all shareholders.
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 35
Page 36
ADDITIONAL INFORMATION
Shareholders who wish to obtain additional information regarding the Proposed PMTHMETD
may contact the Company during working hours (from 08:00 to 16:00 Western Indonesia
Time) on Monday to Friday (except holidays) at the Company's office:
Prosperity Tower 39th Floor
SCBD, District 8, Lot. 28
Jl. Jend. Sudirman Kav. 52-53
South Jakarta, 12190, Indonesia
Telephone : (+62 21) 5025 8888
Website : www.ptdh.co.id
Email: corporate.secretary@ptdh.co.id
Jakarta, 11 February 2025
Company’s Board of Directors
Amendments and/or Additional Information to the Information Disclosure to the Shareholders 36
Names mentioned 60 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
org
PT Andhesti Tungkas Pratama. Amendments
p.4
unresolved
org
PT Antareja Mahada Makmur. BAE
p.5
unresolved
org
PT Ficomindo Buana Registrar
p.5
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5
unresolved
org
Minister of Law and Human Rights
p.5
unresolved
org
Minister of Justice
p.5 ×3
unresolved
org
PT Madhani Talatah Nusantara.
p.6 ×3
unresolved
org
Minister of Finance
p.6
unresolved
person
Siti Pertiwi Henny Shidki
· Notaris
p.11 ×3
unresolved
person
Humberg Lie
· Notaris
p.11 ×3
unresolved
org
Paid-up Capital Goldwave Capital Limited
p.12
unresolved
person
R.M. Dendy Soebangil
· Notaris
p.12
unresolved
org
Mawar & Rekan
p.13
unresolved
person
Muchlis Patahna
· Notaris
p.17
unresolved
org
PT Antareja Mahada Makmur
p.22 ×2
unresolved
org
PT Ficomindo Buana Registrar. Amendments
p.22
unresolved
org
South Jakarta District Court
p.23
unresolved
person
Miryany Usman
· Notaris
p.23
unresolved
person
Endang Betty Budiyanti Moesigit
· Notaris
p.23
unresolved
person
Indrajanto
· Commissioner
p.24
unresolved
person
Drs. Hardoyo MM
p.25 ×2
unresolved
person
Monika Antonputri
· Notaris
p.25
unresolved
org
PT Putra Perkasa Abadi
p.26 ×2
unresolved
org
Koperasi Putra
p.26
unresolved
person
Zulkarnaen
p.28
unresolved
person
Hm. Ron Ferry Dayan
p.28
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.