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20241223_LAPD_Laporan Informasi dan Fakta Material_31830706_lamp2.pdf
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PT LEYAND INTERNATIONAL Tbk DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF PT LEYAND INTERNATIONAL TBK (“COMPANY”) IN THE CONECTION WITH THE DISPOSITION OF SUBSIDIARY PT Leyand International Tbk Business Activities: Engaged in the field of Consumer Good Retailing Headguarters: Panin Tower Lt.11, Senayan City, JlAsia Afrika Lot 19, Jakarta 10270, Indonesia Telephone: (021) 72781895 Facsimile: (021) 72781896 Email: lapd-corsec@yahoo.com Website: www.leyand.co.id THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF PT LEYAND INTERNATIONAL TBK. (“COMPANY”), EITHER SINGLE INDIVIDUALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY OF ALL INFORMATION OR MATERIAL FACTS CONTAINED IN THIS DISCLOSURE OF INFORMATION AND CONFIRM THAT AFTER CAREFULLY RESEARCHING AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THE MATERIAL INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION IS CORRECT AND THERE ARE NO OTHER MATERIAL FACTS OMISSED SO AS TO CAUSE THE INFORMATION CONTAINED IN THIS DISCLOSURE OF INFORMATION TO BE INCORRECT, INCOMPLETE, OR MISLEADING. THIS INFORMATION DISCLOSURE IS MADE AND INTENDED IN ORDER TO FULFILL THE REGULATION OF THE FINANCIAL SERVICES AUTHORITY (“POJK) NUMBER 31/POJK.04/2015 CONCERNING INFORMATION DISCLOSURE AND NUMBER 17/POJK.04/2020 CONCERNING MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS ACTIVITIES THE INFORMATION AS CONTAINED IN THIS INFORMATION DISCLOSURE IS IMPORTANT FOR THE COMPANY'S SHAREHOLDERS TO READ AND NOTE. IF YOU HAVE DIFFICULTY UNDERSTANDING THE INFORMATION AS CONTAINED IN THIS INFORMATION DISCLOSURE OR HAVE ANY DOUBT IN MAKING A DECISION, YOU SHOULD CONSULT WITH A FINANCIAL ADVISOR, PUBLIC ACCOUNTANT, LEGAL ADVISOR OR OTHER PROFESSIONAL ADVISOR This Disclosure of Information is published,in Jakarta, on December 23, 2024. Panin Tower 11" FI. Jl. Asia Afrika Lot 19 Senayan City Jakarta 10270 - Indonesia Phone : (62-21) 7278 1895, Fax : (62-21) 7278 1896
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PT LEYAND INTERNATIONAL Tbk DEFINITIONS AND ABBREVIATIONS AKE : PT Asta Keramasan Energi is a Limited Liability Company established under the laws of the Republic of Indonesia, domiciled at Panin Tower, Senayan City, 11th Floor, JL. Asia Afrika Lot 19, Gelora Village, Tanah Abang District, Central Jakarta Adm. City, DKI Jakarta Province is a subsidiary of PT Leyand Intemational Tbk. sec Sumatera Energy Capital PTE. LTD, a Holding Company established on 20 September 2006, domiciled at 10 Anson Road # 03-05 International Plaza Singapore Disclosure of Information : This disclosure of information is provided by the Company in connection with the Transaction (as defined below) in order to fulfill the reguirements stipulated in POJK 31/2015 and POJK 17/2020. Financial Services Authority or OJK 1 An independent institution as referred to in Law No. 21 of 2011 concerning the Financial Services Authority (“OJK Law”), whose duties and authorities include regulating and supervising financial services activities in the banking, capital markets, insurance, pension funds, financing institutions and other financial institutions sectors, where since December 31, 2012, OJK is an institution that replaces and receives the rights and obligations to carry out regulatory and supervisory functions from Bapepam and/or Bapepam and LK in accordance with the provisions of Article 55 of the OJK Law. Buyer Party Mega Power Holding Ltd which is domiciled at 306 Victoria House, Victoria Mahe, Seychelles. Company : PT Leyand International Tbk, a Public Limited Company established under the laws of the Republic of Indonesia, domiciled at Panin Tower, 11th Floor, Senayan City, Jl. Asia Afrika Lot 19, Jakarta 10270, Indonesia. POJK 31/2015 : Financial Services Authority Regulation Number 31/POJK.04/2015 concerning Disclosure of Information Regarding Material Facts by Issuers or Public Companies. POJK 17/2020 : Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities. Sale and Purchase Agreement Joint Agreement on the Binding of Share Sale and Purchase Agreement Engagement : date December 20, 2024 between the Company and Mega Power Private Holding Ltd. Subsidiary Divestment Plan 1. The plan to release the subsidiary AKE amounting to 341,700 (three hundred forty one thousand seven hundred) shares or egual to 80”o of the Company's share ownership of the total issued and paid-up share capital of 569,500 (five hundred sixty nine thousand five hundred) shares consisting of: a. 210,750 (two hundred ten thousand seven hundred fifty) shares or egual to 37.014 owned by PT Leyand International Tbk with a transaction value of Rp. 10 milion rupiah. b. 130,950 (one hundred thirty thousand nine hundred fifty) or egual to 22.99Yc owned by PT Leyand International Tbk. through Sumatera Energi Capital PTE.LTD. 2. Planto release SEC Subsidiary entity amounting to 23,514,596 share or egual to 1006 of the Company's share ownership with a transaction value of Rp. 5,000,000,- (five million rupiah) Panin Tower 11" FI. Jl. Asia Afrika Lot 19 Senayan City Jakarta 10270 - Indonesia Phone : (62-21) 7278 1895, Fax : (62-21) 7278 1896
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PT LEYAND INTERNATIONAL Tbk INTRODUCTION Until now, AKE's subsidiary has not carried out its business activities in the power generation and energy industry because the electricity purchase contract with PLN has ended on December 31, 2020. The Company intends to release shares in its subsidiaries PT Asta Keramasan Energi and Sumatera Energy Capital Pte.Ltd which is part of the Company's efforts to adjust its business portfolio s0 that it can focus on strengthening its core business lines and increasing the Company's operational efficiency. We believe that this decision will support the Company's long-term development and sustainable growth. DESCRIPTION OF THE TRANSACTION Based on the Share Sale Agreement between PT Leyand International Tbk and Mega Power Private Holding Ltd Dated December 20, 2024 and referring to Article 3 paragraph (2) of POJK 17/2020, that Transactions in the form of acguisition and disposal of companies or operating segments are categorized as material transactions if: a. The transaction value is egual to 2074 (twenty percent) or more of the eguity of the public company: b. The total assets that are the object of the transaction divided by the total assets of the public company are egual to or more than 20Y6 (twenty percent): Cc. The net profit of the transaction object divided by the net profit of the public company is egual to or more than 204 (twenty percent): d. The business income of the transaction object divided by the business income of the public company is @gual to or more than 2056 (twenty percent). Based on the Consolidated Financial Statements of the Company and Subsidiaries as of December 31, 2023, 2022 and for the Year Ended on that Date, prepared by the Public Accounting Firm Maurice Ganda Nainggolan & Rekan, where the asset value of PT AKE is zero (zero rupiah) and Rp. 36.141.950,-(Thirty six milion one hundred fourty one thousand nine hundred and fifty rupiah ) and the Financial Report of SEC's Subsidiary Entity as of December 31, 2023, 2022 prepared by Independent Auditor SC Mohan PAC where the Asset value is SGD 49 so that the percentage of the asset value of the planned disposal of the AKE and SEC Subsidiary Entities to the Company's total assets is excluded from Article 3 paragraph (2) POJK 17/2020 and the planned transaction is not a material transaction. SHARE OWNERSHIP STRUCTURE PRIOR TO THE DISPOSITION TRANSACTION OF AKE AND SEC SUBSIDIARIES PT LEYAND INTERNATIONAL TBK 370156 | 0016 s0 K6 Ada south Power 25.00 Enerzy Pre Ltd 37.509 2 £ 2 kai spasi ENERGY PT RUSINDO Rustono 20x) — ewerai | 220ox| CAPTALPTE la PT Asta uro Pebertna 20x Yenenet Ful 04256 Panin Tower 11" FI. JI. Asia Afrika Lot 19 Senayan City Jakarta 10270 - Indonesia Phone : (62-21) 7278 1895: Fax : (62-21) 7278 1896
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PT LEYAND INTERNATIONAL Tbk SHARE OWNERSHIP STRUCTURE IN SUBSIDIARIES AFTER THE TRANSACTION PT LEYAND INTERNATIONAL utek oo” | | sio. | | PT RUSINDO EKA RAYA Impact on Financial Performance: Financial Data Information of subsidiary PT Asta Keramasan Energi: The financial statements of PT Asta Keramasan Energi as of December 31, 2023 and 2022 for the years ended on those dates have been audited by KAP Maurice Ganda Nainggolan and Rekan with an unmodified opinion, signed by Linda Wahyuni Wijaya. - PT Rusco Logistics 25.025 Rustono Fulia 23.502 Yehezkiel Futia o.az56 Transaction December 2023 2022 (Rp) (Rp) Total Asset 36.141.950 Total Liabilities 10.353.474.299 10.353.474.299 Paid-up and placed capital 569.500.000.000 569.500.000.000 Additional Paid in Capital 400.000.000 400.000.000 Accumulated Loss (580.253.474.299) (580.217.332.349) Capital deficiensi amount (10.353.474.299) (10.317.332.349) Total Liabilities and Capital Deficiency 36.141.950 Operating Income - & Net Profit (Loss) (36.141.950) 235.978.567.549 Panin Tower 1 1'" FI. Jl. Asia Afrika Lot 19 Senayan City Jakarta 10270 - Indonesia Phone : (62-21) 7278 1895, Fax : (62-21) 7278 1896
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PT LEYAND INTERNATIONAL Tbk Financial Data Information of subsidiary Sumatera Energy Capital PTE LTD: The financial statements of Sumatera Energy Capital PTE LTD as of December 31, 2023 and 2022 forthe years ended on those dates have been audited by SC Pohan PAC with an affair opinion, Transaction December 2023 2022 — (S$) (S$) Total Asset 49 49 Total Liabilities 2 - Paid-up and placed capital 23.514.596 23.514.596 Accumulated Loss (23.514.547) (23.514.547) Total Eguitas 49 49 Operating Income - - Net Profit (Loss) - - Regarding the disposal of AKE and SEC subsidiaries, the Company estimates that the disposal of these subsidiaries will not have a material negative impact on the Company's financial performance in the short term. This decision is @xpected to strengthen the Company's financial position and liguidity in the future. Consolidated Financial Data Information of PT Leyand International TBK The following key financial summary figures are derived and/or calculated based on financial information taken from the Company's financial statements as of December 31, 2023, 2022 and 2021 which are prepared and presented in accordance with the Financial Accounting Standards applicable in Indonesia and the In-house Financial Report for guarter 3. The financial statements of PT Leyand International Tbk as of December 31, 2023, 2022 and 2021 and for the years then ended have been audited by KAP Maurice Ganda Nainggolan and Rekan with an unmodified opinion, signed by Linda Wahyuni Wijaya. @3 2024 31 December 2023 2022 2021 Total Asset 220.319.263.446 | 203.600.012.669 64.530.833 77.939.737 Total Liabilities 182.017.650.886 | 159.928.064.075 | 15.489.942.796 | 248.715.057.384 Total Eguity (Capital Deficiency) 38.301.612.560 | 43.671.948.594 | (15.425.411.963) | (248.637.117.645) Total Liability and Eguity 220.319.263.446 | 203.600.012.669 64.530.833 77.939.737 The following proforma consolidated financial information of the Company presents the impact of the Transaction on the Company financial condition assuming the Transaction is effective on December 31, 2024, as follows: Consolidated Statement of After Disposal of 31 December Financial Position Entity 03 2024 2023 2022 2021 Total Asset 220.319.263.446 | 203.600.012.669 64.530.833 77.939.737 Total Liabilities 171.664.176.587 | 159.928.064.075 15.489.942.796 | 248.715.057.384 Total Eguity 48.655.086.859 | 43.671.948.594 | (15.425.411.963) | (248637117645) Total Liability and Eguity 220.319.263.446 | 203.600.012.669 64.530.833 77.939.737 The transaction of divesting subsidiaries AKE and SEC has no impact on the Profit and Loss Financial Statement because the two subsidiaries do not have any operational activities. Panin Tower 1 1" FI. Jl. Asia Afrika Lot 19 Senayan City Jakarta 10270 - Indonesia Phone : (62-21) 7278 1895: Fax : (62-21) 7278 1296
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PT LEYAND INTERNATIONAL Tbk NW. ADDITIONAL INFORMATION In accordance with POJK 31/2020, the Company is reguired to announce this Disclosure of Information at least through the Company's website and the Stock Exchange website to provide information to the Company's Shareholders regarding the planned Disposal of the Company's subsidiary. This Disclosure of Information is the basis for consideration for the Company's Shareholders in order to provide their approval regarding the planned Disposal of the Company's subsidiary entities AKE and SEC. Any shareholder who reguires further information regarding the Transaction, may contact the Company's Corporate Secretary, during working days and working hours at the following address: PT Leyand International Tbk. Panin Tower Lt. 11, Senayan City Jl. Asia Afrika Lot 19, Jakarta 10270 Indonesia Tel: 462 (21) 72781895 Fax : 62 (21) 72781896 Email: lapd-corsec@yahoo.com Website : www.leyand.co.id Jakarta, December 23,2024 Board of Directors of PT. Leyand , Tbk bi Bye Ta Bambani rdja Burhan President Director Panin Tower 1 1" FI. Jl. Asia Afrika Lot 19 Senayan City Jakarta 10270 - Indonesia Phone : (62-21) 7278 1895, Fax : (62-21) 7278 1896
Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
p.1 ×5
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PT Asta Keramasan Energi
p.2 ×4
unresolved
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Leyand Intemational Tbk.
p.2 ×2
unresolved
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Sumatera Energy Capital PTE. LTD
p.2 ×3
unresolved
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Bapepam
p.2 ×4
unresolved
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Law. Buyer Party Mega Power Holding Ltd
p.2
unresolved
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Mega Power Private Holding Ltd.
p.2 ×2
unresolved
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Sumatera Energi Capital PTE.LTD.
p.2
unresolved
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Sumatera Energy Capital Pte.Ltd
p.3
unresolved
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Public Accounting Firm Maurice Ganda Nainggolan & Rekan
p.3
unresolved
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PT AKE
p.3
unresolved
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Enerzy Pre Ltd
p.3
unresolved
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PT RUSINDO Rustono
p.3
unresolved
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PT Asta
p.3
unresolved
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PT RUSINDO EKA RAYA Impact
p.4
unresolved
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PT Rusco Logistics
p.4
unresolved
org
PT. Leyand
p.6
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