Back to announcement
20241212_FILM_Laporan Informasi dan Fakta Material_31818813_lamp2.pdf
Asset transaction Needs review FILMSource file signed link, expires in 15 minutes
Extracted text 8
Page 1
DISCLOSURE OF INFORMATION TO SHAREHOLDERS REGARDING AFFILIATE TRANSACTIONS IN ORDER
TO COMPLY WITH FINANCIAL SERVICES AUTHORITY REGULATION NO.42/POJK.04/2020 CONCERNING
AFFILIATE TRANSACTIONS AND CONFLICT OF INTEREST TRANSACTIONS (“POJK 42/2020”)
If you have difficulty understanding this Disclosure of Information or are unsure about making a
decision, you should consult a legal consultant, public accountant, investment advisor or other
professional advisor.
PT MD Entertainment Tbk
(“Company”)
Domiciled in South Jakarta
Main Business Activities:
Film Production
Head Office:
MD Place, Tower I
Jl. Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan 12910
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
The Board of Directors and Board of Commissioners of the Company state that this Transaction is not a
Material Transaction as referred to in POJK No. 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities, and is an exception to Affiliated Transactions as referred to in POJK No.
42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions.
The Board of Directors and Board of Commissioners of the Company declare the completeness of the
information as disclosed in this information disclosure and after conducting a thorough examination,
confirm that the information contained in this information disclosure is correct, there are no important
material and relevant facts that are not disclosed or omitted so as to cause the information provided in this
information disclosure to be incorrect and/or misleading.
This Disclosure of Information was published in Jakarta on December 12, 2024
Page 2
INFORMATION DISCLOSURE
PT MD ENTERTAINMENT TBK
n order to comply with POJK 42/2020, PT MD Entertainment Tbk (“Company”) hereby submits information
disclosure regarding the Company's affiliated transactions.
DEFINISI
Affiliation : Affiliation as referred to in Article 1 point (1) of Undang-Undang No. 8 of 1995
concerning Capital Markets.
Conflict of Interest : Meaning as defined in Article 1 point (4) POJK 42/2020.
WTS : T White Tiger Studios, a limited company established under the laws of the
Republic of Indonesia, is domiciled in South Jakarta.
Disclosure of Information : The information as stated in this Disclosure of Information is in order to
fulfill POJK 42/2020.
KJPP MSE : Public Appraisal Services Office of Syarif, Endang and Partners, Jl. Caman
Raya No. 57A, 3rd Floor, Kelurahan Jatibening, Kecamatan Pondok Gede,
Bekasi, Indonesia.
Company : PT MD Entertainment Tbk, a public limited company established under the
laws of the Republic of Indonesia, is domiciled at Jl. Setiabudi Selatan No. 7,
South Jakarta.
POJK 17/2020 : Financial Services Authority Regulation No. 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities.
POJK 42/2020 : Regulation of the Financial Services Authority of the Republic of Indonesia
N0.42/POJK.04/2020 concerning Affiliated Transactions and Conflicts of
Interest.
Transaction : Meaning as defined in Article 1 paragraph (3) POJK 42/2020.
Page 3
I. INTRODUCTION
This Disclosure of Information is submitted to the Company's shareholders regarding the transaction between
the Company and WTS Shareholders on December 10, 2024 ("Transaction"), with details and transaction value
as described in section II of this Disclosure of Information. The Company and the WTS Shareholders have
signed the Deed of Sale of Shares ("Agreement") on December 10, 2024.
The transaction is an affiliated transaction as regulated in POJK 42/2020, because there are WTS Shareholders
who serve as Directors of the Company and the President Director of WTS who serves as the President
Commissioner of the Company. In accordance with the provisions of POJK 42/2020, this Transaction is not
required to use an Appraiser in determining the value of the Transaction object and/or the fairness of the
transaction, but WTS has appointed KJPP MSE to calculate the value of 100% shares. In order to comply with
the provisions of POJK 42/2020, the Company's Board of Directors announces this Disclosure of Information
to provide information to the Company's shareholders.
This transaction is not a conflict of interest transaction so it does not require prior approval from the
Company's General Meeting of Shareholders as regulated in POJK 42/2020 and does not include material
transactions as regulated in POJK 17/2020.
II. DESCRIPTION OF THE TRANSACTION
1. Transaction Date
This transaction was carried out on December 10, 2024 based on Deed No. 08/2024 dated December 10,
2024, made before Notary Tri Firdaus Akbarsyah S.H., M.H.
2. Object of Transaction
In order to develop and consolidate the Company's business activities in the field of Film Production, the
Company has purchased 7,700 (seven thousand seven hundred) WTS shares or 70% (seventy percent) of
all shares issued by WTS. Thus, WTS becomes a subsidiary of the Company whose financial report is
consolidated with the Company's Financial Report.
3. Transaction Value
The transaction value of the WTS share acquisition is IDR352,660,000 (three hundred fifty two million six
hundred sixty thousand rupiah), taking into account the Company's Financial Report as of September 30,
2024 which has been audited by Public Accountant Raynold Nainggolan from the Public Accounting Firm
Jamaludin, Ardi, Sukimto and Partners in its Report No. 00188/2.0927/AU.1/1317-2/1/XI/2024 dated
November 25, 2024 which recorded the Company's equity of IDR1,494,069,440,703 (one trillion four
hundred ninety four billion sixty nine million four hundred forty thousand seven hundred and three
rupiah), then the transaction does not reach a material value as referred to in Regulation No.
17/POJK.09/2020 concerning Material Transactions and Changes in Business Activities.
Page 4
4. Parties Involved in the Transaction
a. PT MD Entertainment Tbk
The Company, domiciled in South Jakarta, was first established under the name of PT MD Media based
on Deed of Establishment No. 5 dated August 1, 2002, drawn up before Frans Elsius Muliawan, S.H.,
Notary in Jakarta, which has been approved by the Minister of Law and Human Rights in accordance
with Decree No. C17650.HT.01.TH.2002 dated September 13, 2002, and has been registered in the
Company Register with No. 090519244732 under No. 5899/BH.09.05/XI/2002 dated November 21,
2002 and has been announced in the State Gazette of the Republic of Indonesia No. 76 dated
September 23, 2003, Supplement No. 8852/2003.
The Company's articles of association have been amended several times, most recently based on Deed
No. 52 dated 25 November 2024, made before Leolin Jayayanti, S.H., M.Kn, Notary in Jakarta, which
has been submitted to the Minister of Law and Human Rights as stated in the Letter of Acceptance of
Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0214521 dated 26
November 2024 and has been registered in the Company Register at the Ministry of Law and Human
Rights under No. AHU-0256015.AH.01.11.YEAR 2024 dated 26 November 2024 (“Deed No. 52/2024”).
Based on Article 3 of the Company's articles of association as stated in the Deed of Statement of
Meeting Resolutions No. 07 dated 5 July 2023 made before Leolin Jayayanti, S.H., M.Kn Notary in South
Jakarta, which has received approval from the Minister of Law and Human Rights based on Decree No.
AHU-0038581.AH.01.02.YEAR 2023 dated July 7, 2023 and has been registered in the Company
Register at the Ministry of Law and Human Rights No. AHU-0127468.AH.01.11.YEAR 2023 dated July
7, 2023, the purpose and objectives of the Company are:
Main Business Activities:
i. Creative Professional Performing Arts (90021)
ii. Activities of Artists and Other Creative Workers (90029)
iii. Management of Arts and Arts Festival Activities (90030)
iv. Operation of Arts Facilities (90040)
v. Entertainment, Arts, and Other Creative Activities (90090)
vi. Distribution of Films, Videos, and Television Programs by Private Entities (59132)
vii. Post-Production of Films, Videos, and Television Programs (59122)
viii. Broadcasting and Programming of Private Television (60202)
ix. Production of Films, Videos, and Television Programs by Private Entities (59112)
Supporting Business Activities:
i. Owned or Leased Real Estate (68111)
ii. Rental and Leasing of Recording and Editing Equipment without Option Rights (77321)
iii. General Printing Industry (18111)
Based on Deed No. 52/2024, the capital structure and shareholder composition of the Company on
the date of this Information Disclosure are as follows:
Capital Structure
Authorized capital : Rp2.000.000.000.000
Issued capital : Rp989.778.796.200
Paid-up capital : Rp989.778.796.200
Page 5
The Company's Authorized Capital is divided into 20,000,000,000 shares with a nominal value per
share of Rp 100.
Based on Letter No. LB-01/FILM/12204 dated December 5, 2024 concerning the Monthly Report on
the Composition of the Company's Shareholders issued by PT Adimitra Jasa Korpora as the Company's
Securities Administration Bureau, the composition of the Company's shareholders as of November 30,
2024 is as follows:
Nominal Value of Rp100 per Share
Information
Number of Shares Total Nominal Value (%)
Authorized capital 20.000.000.000 2.000.000.000.000
Capital Issued and Fully Paid Up
PT MD Global Investment 4.803.164.585 480.316.458.500 48,52
Manoj Dhamoo Punjabi 1.664.362.615 166.436.261.500 16,82
Masyarakat 3.430.260.762 343.026.076.200 34,66
Amount of Capital Issued and Fully
9.897.787.962 989.778.796.200 100,00
Paid
Based on the Deed of Statement of Resolutions of the Extraordinary General Meeting of Shareholders
No. 04 dated July 10, 2024 made before Tri Firdaus Akbarsyah, S.H., M.H., Notary in South Jakarta,
which has been notified to the Minister of Law and Human Rights based on the Letter of Receipt of
Notification of Amendments to the Articles of Association No. AHU-AH.01.09-0227165 dated July 16,
2024, which has been registered in the Company Register at the Ministry of Law and Human Rights
under No. AHU-0144075.AH.01.11 in 2024 dated July 16, 2024, the composition of the Company's
Board of Directors and Board of Commissioners is as follows:
Board of Commissioners
President Commissioners : Shania Manoj Punjabi
Commissioners : Sanjeva Advani
Independent Commissioners : Innayat Haresh Khubchandani*
* has resigned on November 29, 2024
Board of Directors
President Director : Manoj Dhamoo Punjabi
Director : Priyadarshi Anand
Director : Sajan Lachmandas Mulani
b. PT White Tiger Studios
PT White Tiger Studios, domiciled in South Jakarta, was first established under the name PT Karbon
Kuliner Indonesia, based on Deed of Establishment No. 1 dated February 4, 2020, made before Tri
Firdaus Akbarsyah S.H., M.H., Notary in South Jakarta which has been approved based on Decree of
the Minister of Law and Human Rights of the Republic of Indonesia No. AHU-0007765.AH.01.01 of
2020
The Articles of Association of WTS have been amended several times, with the last amendment based
on Deed No. 08 dated December 10, 2024 made before Tri Firdaus Akbarsyah S.H., M.H., Notary in
Jakarta, which has obtained approval from the Minister of Law of the Republic of Indonesia based on
Decree No. AHU.01.03-0221004 of 2024 dated December 12, 2024.
Page 6
The purpose and objective of WTS is to work in the film production industry.
The capital structure of WTS is as follows:
Authorized capital : Rp11.000.000.000
Issued capital : Rp11.000.000.000
Paid-up capital : Rp11.000.000.000
The composition of WTS shareholders before the acquisition was as follows:
Information Number of Shares Total Nominal Value (Rp) (%)
Capital Issued and Fully Paid Up
PT MD Ritel Utama 6.600 6.600.000.000 60
PT MD Kuliner Indonesia 2.750 2.750.000.000 25
Innayat Haresh Khubchandani 440 440.000.000 4
Ashok Alimchand Chainani 330 330.000.000 3
PT Platinumz Digital Media 220 220.000.000 2
Amrit Devidas Ramchandani 220 220.000.000 2
Rajesh Madandas Mulani 220 220.000.000 2
Sajan Lachmandas Mulani 220 220.000.000 2
Amount of Capital Issued and 220 220.000.000 2
Paid Up 11.000 11.000.000.000 100
The composition of the Board of Commissioners and Directors of WTS before the acquisition was as
follows:
Board of Commissioners
President Commissioners : Sajan Lachmandas Mulani
Board of Directors
President Director : Shania Manoj Punjabi
Director : Karan Bagoo Mahtani
The summary of WTS Financial Report as of October 31, 2024 is as follows:
As of October 31, 2024
Information
In Full Rupiah
Assets
Current Assets 741.566.556
Non-Current Assets 375.556.985
Total Assets 1.117.123.542
Liabilities
Short Term Liabilities 1.005.785.268
Long Term Liabilities -
Total Liabilities 1.005.785.268
Equity
Share Capital 11.000.000.000
Retained Income Statement (5.862.903.323)
Profit for the Year (5.025.758.403)
Total Equity 111.338.274
Page 7
Revenue
Net Revenue 5.139.499.634
Cost of Revenue (1.573.460.448)
General and Operating Expenses (7.213.720.255)
Depreciation Expense (1.109.727.134)
Operating Income (4.757.408.202)
Other Income (Expenses) (268.350.201)
Net Income for the Year (5.025.758.403)
5. Nature and Affiliation of the Parties
The nature of the affiliated relationship of the parties conducting the transaction is as follows:
1. One of the shareholders of WTS is the Director of the Company.
2. The President Commissioner and President Director of WTS before the acquisition were members of
the Company's Management Board.
by considering Article 6 paragraph (1) letter c. Regulation No. 42/2020 WTS Share Acquisition Transaction
is an excluded Affiliate Transaction, and the Company is obliged to submit a Transaction Implementation
Report to the Financial Services Authority no later than 2 (two) working days after the Transaction is
implemented. This report is carried out in order to fulfill the provisions as stipulated in Article 6 paragraph
(2) POJK No. 42/2020.
6. Reasons and Background of Transaction
To support the Company's plans for the development and consolidation of the Company's business
activities in Film Production.
7. Impact of Transactions on the Company's Financial Condition, legal operational activities, financial
condition, or business continuity of the Company.
This share acquisition is expected to have a positive impact on the financial aspects and business continuity
of the Company
III. STATEMENT
The Company's Board of Directors and Board of Commissioners declare that in accordance with the provisions
of Article 6 of POJK 42/2020, the Transaction has gone through adequate procedures to ensure that the
Transaction is carried out in accordance with generally accepted business practices.
The Company's Board of Directors and Board of Commissioners declare that this transaction does not contain
a conflict of interest as referred to in POJK 42/2020.
The Company's Board of Directors and Board of Commissioners declare that the information as disclosed in
this information disclosure is complete and after conducting a thorough examination, confirms that the
information contained in this information disclosure is true, there are no important material and relevant facts
that are not disclosed or omitted, causing the information provided in this information disclosure to be
incorrect and/or misleading.
Page 8
IV. ADDITIONAL INFORMATION
For further information regarding the Company's Transactions as disclosed in this Information Disclosure,
please contact:
Corporate Secretary
PT MD Entertainment Tbk
Head Office:
MD Place, Tower I
Jl. Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan 12910
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: www.mdentertainment.com
U.P. Corporate Secretary
Jakarta, 12 Desember 2024
Names mentioned 24 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
org
KJPP MSE
p.2 ×2
unresolved
person
Notary Tri Firdaus Akbarsyah S.H.
· Notaris
p.3 ×6
unresolved
org
PT MD Media
p.4
unresolved
person
Frans Elsius Muliawan
· Notaris
p.4
unresolved
org
Minister of Law and Human Rights
p.4 ×5
unresolved
person
Leolin Jayayanti
· Notaris
p.4 ×3
unresolved
org
Ministry of Law and Human Rights
p.4 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.5
unresolved
org
PT MD Global Investment
p.5
unresolved
org
PT White Tiger Studios
p.5 ×2
unresolved
org
PT Karbon Kuliner Indonesia
p.5
unresolved
org
Minister of Law
p.5
unresolved
org
PT MD Ritel Utama
p.6
unresolved
org
PT MD Kuliner Indonesia
p.6
unresolved
org
PT Platinumz Digital Media
p.6
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
1096 ms
12 Sep 2026 22:55
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}