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20250131_SAMF_Keterbukaan Informasi terkait Aksi Korporasi_31848546_lamp3.pdf
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DISCLOSURE OF INFORMATION
ON THE IMPLEMENTATION OF STOCK SPLIT
THIS DISCLOSURE OF INFORMATION IS CONDUCTED IN RELATION TO COMPLY WITH ARTICLE 24 OF
FINANCIAL SERVICES AUTHORITY NUMBER 15/POJK.04/2022 REGARDING STOCK SPLITS AND REVERSE STOCK
SPLITS BY PUBLIC COMPANIES.
PT SARASWANTI ANUGERAH MAKMUR TBK
(”Company”)
Business Activities
Engaged in the production, marketing, and trading of compound artificial fertilizers containing primary macro nutrients, both
directly and indirectly through subsidiaries.
Domiciled in Sidoarjo, Jawa Timur, Indonesia
Kantor Pusat:
Surya Inti Permata Juanda Super Blok A-52
Jl. Raya Juanda, Wedi, Gedangan, Sidoarjo, Jawa Timur
Phone.: (031) 82516888;
Fax.: (031) 82516555
E-mail: corsec@saraswanti.com
Website: www.saraswantifertilizer.com
THIS DISCLOSURE OF INFORMATION IS IMPLEMENTED IN THE FRAMEWORK OF THE COMPANY’S
IMPLEMENTATION OF STOCK SPLIT (“STOCK SPLIT”) WITH REFERENCE TO THE REGULATION OF THE FINANCIAL
SERVICES AUTHORITY (OJK) OF THE REPUBLIC OF INDONESIA NO. 15/POJK.04/2022 REGARDING STOCK SPLITS
AND REVERSE STOCK SPLITS BY PUBLIC COMPANIES (“POJK 15/2022”) AND DECREE OF THE BOARD OF
DIRECTORS OF PT BURSA EFEK INDONESIA (“BEI”) NUMBER: KEP-00044/BEI/04-2024 REGARDING REGULATION
NUMBER I-I REGARDING STOCK SPLITS AND REVERSE STOCK SPLITS BY LISTED COMPANIES ISSUING EQUIT
SECURITIES (“IDX REGULATION I-I”).
THE INFORMATION AS CONTAINED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT FOR THE COMPANY’S
SHAREHOLDERS TO READ AND NOTE. IF YOU EXPERIENCE DIFFICULTY IN UNDERSTANDING THE INFORMATION
AS CONTAINED IN THIS DISCLOSURE OF INFORMATION, YOU SHOULD CONSULT WITH A LEGAL ADVISOR,
PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER PROFESSIONAL.
This Disclosure of Information was published in Surabaya on January 31, 2025
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DEFINITION
Unless defined in this Information Disclosure, the terms used in this Information Disclosure shall have the following meanings:
AD : Means Articles of Association.
BEI : Means Indonesia Stock Exchange.
Disclosure of Information : Means the information submitted by the Company as stated in this
announcement.
OJK : Means the Financial Services Authority, an independent state institution
with the function, duties, and authority to regulate, supervise, examine, and
investigate as stipulated in Law No. 21 of 2011 dated November 22, 2011,
concerning the Financial Services Authority ("FSA Law"), as partially
amended by the Omnibus Law on Financial Sector Development and
Strengthening ("UUP2SK").
Company : Means PT Saraswanti Anugerah Makmur Tbk, a public limited liability
company incorporated under and subject to the laws of the Republic of
Indonesia.
POJK 15/2020 : Means OJK Regulation Number 15/POJK.04/2020 on the Planning and
Implementation of General Meeting of Shareholders of Public Companies.
POJK 15/2022 : Means OJK Regulation Number 15/POJK.04/2022 on Stock Splits and
Reverse Stock Split by Public Companies.
Stock Split : Means the Company’s stock split plan as described in this Disclosure of
Information.
EGMS : Means the Extraordinary Meeting of Shareholders of the Company.
Rp : Means Indonesian Rupiah, which is the legal currency of the Republic of
Indonesia.
INTRODUCTION
Referring to Article 24 of POJK 15/2022, the Company must announce a disclosure of information prior to implementing the
Stock Split that has obtained approval from the Company's shareholders in the EGMS held on 16 January 2025 and submit
the disclosure of information to OJK. In connection with this Stock Split, the Company has previously obtained principal
approval from the IDX in accordance with Letter No. S-12314/BEI.PP2/11-2024 dated 21 November 2024 and obtained
approval for the application for listing additional shares resulting from the stock split in accordance with Letter
No. S-00783/BEI.PP2/01-2025 dated 23 January 2025.
EGMS APPROVAL
The Company’s EGMS on 16 January 2025 has approved the implementation of the Company’s Stock Split with the following
details:
1. Approved the Company's stock split with a ratio of 1:2 for all Company shares so that the nominal value per share
changed from Rp100.00 to Rp50.00.
2. In connection with the Company's stock split, approved the amendment to Article 4 paragraph 1 and Article 4 paragraph
2 of the Company's Articles of Association related to capital structure. Therefore, Article 4 paragraph 1 and Article 4
paragraph 2 of the Company's Articles of Association shall become as follows:
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1. The Authorized Capital of the Company is Rp1,740,000,000,000.00 (one trillion seven hundred forty billion rupiah)
divided into 34,800,000,000 (thirty four billion eight hundred million) shares, each share is worth Rp50.00 (fifty
rupiah) in nominal value.
2. From the authorized capital, 10,250,000,000 (ten billion two hundred fifty million) shares have been issued and
paid up, with a total nominal value of Rp512,500,000,000.00 (five hundred twelve billion five hundred million
rupiah) by each shareholder with the details and nominal value of shares mentioned in the section before the end
of this deed.
3. Approved to grant authority and power to the Board of Directors of the Company, to:
a. to take any and all necessary actions about the implementation of the Company's stock split, including but not limited
to organizing and determining the procedures and schedule for the implementation of the stock split by the laws and
regulations in the Capital Market sector;
b. restate/state the resolution in a deed made before a notary, including confirming the composition of the Company's
shareholders (if necessary), and/or amendments to the Company's Articles of Association in the GMS resolution to the
competent authorities; and
c. take all and every action necessary for the aforesaid purposes without any action being excluded in accordance with
the prevailing laws and regulations in the Republic of Indonesia.
The approval of the EGMS has been stated in the Summary of Minutes of the Company's EGMS which was announced on
20 January 2025 via the IDX, KSEI and Company websites.
The amendment to Article 4 of the Company's Articles of Association has been contained in Deed No. 29 dated
16 January 2025 drawn up before Sitaresmi Puspadewi Subianto, SH., M.Kn., Notary in Surabaya. Notification of the
amendment to the Company's Articles of Association has been received by the Minister of Law and Human Rights of the
Republic of Indonesia as per the letter of the Ministry of Law and Human Rights of the Republic of Indonesia
No. AHU-AH.01.03-0011838 dated 17 January 2025.
STOCK SPLIT RATIO, STOCK NOMINAL VALUE AND INFORMATION ON THE NUMBER OF THE COMPANY’S
SHARES BEFORE AND AFTER STOCK SPLIT
Based on the approval of the EGMS as explained above, the Stock Split will be carried out for all shares of the Company’s at
a ratio of 1 (one) share to 2 (two) shares. Following the implementation of the Stock Split, the nominal value and the number
of shares before and after the Stock Split are as follows:
Type of shares : Ordinary Shares in the name of
Stock Split ratio : 1:2
Amount of shares prior to Stock Split : 5,125,000,000
Amount of shares after Stock Split : 10,250,000,000
Nominal shares value prior to Stock Split : Rp100.- per share
Nominal shares value after Stock Split : Rp50.- per share
IDX PRINCIPAL APPROVAL
In Compliance with Article 7 paragraphs 1 and 2 of OJK Regulation 15/2022 and the provisions of IV.9 of IDX Regulation I-I,
the Indonesia Stock Exchange (IDX) has granted approval to the Company for the listing of additional shares resulting from
the Stock Split, as stated in Letter No.: S-00783/BEI.PP2/01-2025 dated January 23, 2025
SCHEDULE AND PROCEDURES OF STOCK SPLIT IMPLEMENTATION
Below we present the schedule and procedures for implementing the Stock Split:
Activities Date
Implementatition and Approval of EGMS : 16 January 2025
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Activities Date
Application for additional Share Registration to IDX for Shares Resulting from Stock Split : 21 January 2025
Disclosure of Information regarding the Implementation of the Stock Split : 31 January 2025
End Date of Trading of Shares with Old Nominal Value in Regular Market and Negotiation :
5 February 2025
Market
Commencement Date of Trading of Shares with New Nominal Value in the Regular Market :
6 February 2025
and Negotiation Market
: 6 February 2025 &
End of Stock Trading with Old Nominal Value in Cash Market
7 February 2025
- The last date for settlement of stock transactions with the old nominal value in the
regular and negotiation market;
: 7 February 2025
- The date for determining the List of Account Holders as the basis for implementing a
Stock Split (Recording Date)
- Date of distribution of shares with new nominal value as a result of Stock Split to
securities account holders at KSEI;
- Commencement Date of trading of shares with new nominal value in the cash market; : 10 February 2025
Commencement date of settlement of transactions of shares with new nominal value
in the Regular Market and Negotiation Market
Procedures for implementing Stock Splits:
1 For shareholders of the Company whose shares are held in the collective custody of the Indonesian Central Securities
Depository (KSEI), the implementation of the Stock Split will be based on the balance of each shareholder’s securities
account on February 7, 2025. Subsequently, on February 10, 2025, shares with the new nominal value resulting from the
Stock Split will be distributed through the respective shareholders sub accounts.
2 For shareholders whose shares are not in the collective custody of KSEI or whose shares are still in physical certificate
form, requests for the Stock Split can be made starting from February 10, 2025 by submitting the original Collective Share
Certificate in the name of the shareholder and a photocopy of the shareholder’s identification to the Company’s Share
Administration Bureau, namely:
PT Adimitra Jasa Korpora
Rukan Kirana Boutique Office
Jl. Kirana Avenue III Blok F3 No. 5 Kelapa Gading - Jakarta Utara 14250
Telp : 62-21 2974 5222
Fax : 62-21 2928 9961
Email: opr@adimitra-jk.co.id
ADDITIONAL INFORMATION
To obtain additional information in connection with the Stock Split, shareholders of the Company may contact the Corporate
Secretary of the Company, during working days and hours, to the following address:
Corporate Secretary
PT Saraswanti Anugerah Makmur Tbk
Surya Inti Permata Juanda Super Blok A-52
Jl. Raya Juanda, Wedi, Gedangan, Sidoarjo, Jawa Timur, Indonesia
Phone.: (031) 82516888;
Fax.: (031) 82516555
E-mail: corsec@saraswanti.com
Website: www.saraswantifertilizer.com
Surabaya, January 31, 2025
Board of Directors of the Company
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