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20241204_BUMI_Laporan Informasi dan Fakta Material_31805404_lamp2.pdf
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INFORMATION DISCLOSURE ON THE PROPOSED IMPLEMENTATION OF
THE CAPITAL INCREASE BY WAY OF NON-PREEMPTIVE RIGHTS
ISSUANCE (“NON-PREEMPTIVE PRIVATE PLACEMENT”)
This information disclosure (“Information Disclosure”) is made and announced for the purpose of
compliance with the provision of Article 43A of the Financial Services Authority Regulation
No. 32/POJK.04/2015 on the Capital Increase of Public Company with the Issuance of Pre-emptive Rights
(“Pre-emptive Rights”) as amended by Financial Services Authority Regulation No. 14/POJK.04/2019 on
the Amendment to Financial Services Authority Regulation No. 32/POJK.04/2015 on the Capital Increase of
Public Company with the Issuance of Pre-emptive Rights (“OJK Regulation 14/2019”).
This Information Disclosure is important to be considered by the Shareholders of PT Bumi Resources Tbk.
(“Company”) and is an integral part of the information disclosures in connection with the Non-Preemptive
Private Placement that have been announced by the Company on 16 November 2021 and
12 January 2022.
The Board of Commissioners and the Board of Directors of the Company either individually or collectively
are fully responsible for the validity and completeness of all material information or facts contained in this
Information Disclosure. The Board of Commissioners and the Board of Directors of the Company, having
made reasonable enquiry, confirm that there are no important and relevant facts that are omitted which may
cause the material information or facts in this Information Disclosure to become inaccurate and/or misleading.
Line of Business
Engaging in wholesale, head office (holding company)
and other management consulting activities and through
its subsidiaries, carrying out oil, coal and minerals
mining activities.
Head Office
Bakrie Tower, 12th floor - Rasuna Epicentrum
Jl. H.R. Rasuna Said - Jakarta 12940 - Indonesia
Telephone: (62-21) 5794 – 2080
Fax: (62-21) 5794 – 2070
Website: www.bumiresources.com
Email: corcec@bumiresources.com
The Company hereby announce that the Company will implement the Non-Preemptive Private Placement, in the
context of a financial distress as mentioned in Article 3 paragraph (a) of OJK Regulation 14/2019 and the
implementation of conversion obligation of the Mandatory Convertible Bonds (“MCB” or “OWK”) issued by the
Company based on the 2017 BUMI OWK Trustee Agreement for the Purpose of Rights Issue V of the Company
No. 89 dated 16 June 2017, as amended by the Deed of Amendment to the 2017 BUMI OWK Trustee Agreement
for the Purpose of Rights Issue V of the Company No. 12 dated 5 November 2019, both made before Humberg
Lie, S.H., M.H., M.Kn., a Notary in Jakarta and the Deed of Second Amendment to the 2017 BUMI OWK
Trustee Agreement for the Purpose of Rights Issue V of the Company No. 93 dated 29 November 2021
made before Mahendra Adinegara, S.H., M.Kn., a Notary in South Jakarta (“Trustee Agreement”), by issuing
new shares without Pre-emptive Rights amounting to a maximum of 16,053,994 (sixteen million fifty-three
thousand nine hundred ninety-four) Series C shares with nominal value of Rp50.00 (fifty Rupiah) per share with
the following implementation schedule:
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1. The implementation of the Non-Preemptive Private Placement : 11 December 2024
2. The announcement on the result of the implementation of the Non- : 13 December 2024
Preemptive Private Placement
All of such new shares to be issued in the Non-Preemptive Private Placement will be subscribed by the relevant
OWK holders in order for implementing the OWK conversion right. The new shares resulting from the
implementation of Non-Preemptive Private Placement will be distributed to the securities account on the date of
the Non-Preemptive Private Placement implementation.
The exercise price of the Non-Preemptive Private Placement will be determined based on (i) arithmetic average
Rupiah of daily VWAP (volume weighted average price) of shares for a period of six months ending on
10 December 2024 (i.e., one trading day before the maturity date of the Trustee Agreement which falls on
11 December 2024), in accordance with Article 5.1.1.3 roman (vii) of the Trustee Agreement and (ii) the
applicable capital markets laws and regulations, namely Regulation No. 1-A on the Listing of Shares and Equity
Securities other than Shares Issued by Listed Companies, Annex II of the Decree of the Board of Directors of
PT Bursa Efek Indonesia No. Kep- 00101/BEI/12-2021 dated 21 December 2021. If the exercise of the OWK
conversion right by the OWK holder results in a decimal fraction below 1 (one) share, it will be rounded down.
After the implementation of the Non-Preemptive Private Placement, in which new shares will be issued with a
maximum of 16,053,994 (sixteen million fifty-three thousand nine hundred ninety-four) Series C shares, the
Company’s total issued and paid up capital shares will increase from 371,322,136,553 (three hundred seventy-
one billion three hundred twenty-two million one hundred thirty-six thousand five hundred fifty-three) shares
(divided into 20,773,400,000 (twenty billion seven hundred seventy-three million four hundred thousand) Series
A shares; 53,501,346,007 (fifty-three billion five hundred one million three hundred forty-six thousand seven)
Series B shares; and 297,047,390,546 (two hundred ninety-seven billion forty-seven million three hundred ninety
thousand five hundred forty-six) Series C shares) to maximum of 371,338,190,547 (three hundred seventy-one
billion three hundred thirty-eight million one hundred ninety thousand five hundred forty-seven) shares (divided
into 20,773,400,000 (twenty billion seven hundred seventy-three million four hundred thousand) Series A shares;
53,501,346,007 (fifty-three billion five hundred one million three hundred forty-six thousand seven) Series B
shares; and 297,063,444,540 (two hundred ninety-seven billion sixty-three million four hundred forty-four
thousand five hundred forty) Series C shares).
Based on applicable laws, OWK holders who own OWK units with an amount below the exercise price of Non-
Preemptive Private Placement are not entitled to receive new Non-Preemptive Private Placement shares. However,
the relevant OWK holders may contact the Company for further information regarding the settlement of OWK
units that cannot be converted into new Non-Preemptive Private Placement shares, in compliance with applicable
laws, no later than 10 (ten) business days (during working hours from 10:00 AM to 4:00 PM Western Indonesia
Time) from the date of Non-Preemptive Private Placement implementation, at the following address:
Bakrie Tower, 12th Floor – Rasuna Epicentrum
Jl. H.R. Rasuna Said – Jakarta 12940 – Indonesia
Telephone: (62-21) 5794 – 2080
Fax: (62-21) 5794 – 2070
Website: www.bumiresources.com
Email: corsec@bumiresources.com
Jakarta, 4 December 2024
PT BUMI RESOURCES TBK
The Board of Directors
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Mahendra Adinegara
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