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20241129_MBMA_Laporan Informasi dan Fakta Material_31792857_lamp2.pdf
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AMENDMENT AND/OR ADDITION TO THE INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF
PT MERDEKA BATTERY MATERIALS TBK (“COMPANY”)
IN RELATION TO THE PROPOSED CAPITAL INCREASE
WITHOUT PRE-EMPTIVE RIGHTS
This Amendment and/or Addition to the Information Disclosure was made and addressed to the
shareholders of the Company in order to comply with Financial Services Authority ("Otoritas Jasa
Keuangan/OJK") Regulation No.14/POJK.04/2019 concerning Amendments to OJK Regulation No.
32/POJK.04/2015 concerning Increasing Capital for Public Companies by Providing Pre-emptive Rights
("POJK No. 14/2019").
PT Merdeka Battery Materials Tbk
Main Business Activities:
Holding company for business groups engaged in nickel and other mineral mining, processing and
other related business activities that are vertically integrated in the value chain of strategic minerals
and raw materials for electric motor vehicle batteries.
Head Office:
Treasury Tower, 69th Floor, District 8
SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 – 39525581
Fax: +62 21 – 39525582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
This Amendment and/or Addition to the Information Disclosure is important for the shareholders of
the Company to read and pay attention to in order to make decisions regarding the proposed capital
increase without pre-emptive rights.
If you have difficulty understanding the information as stated in this Amendment and/or Addition to
the Information Disclosure or are unsure about making a decision, you should consult with a
securities broker, investment manager, legal advisor, public accountant or other professional advisor.
Board of Directors and Board of Commissioners of the Company, both individually and jointly, are fully
responsible for the completeness and correctness of all information or material facts contained in this
Amendment and/or Addition to the Information Disclosure and confirm that the information stated in
this Amendment and/or Addition to the Information Disclosure is correct and there are no errors.
disclosure of material facts or no material facts not stated which could cause the material information
in this Amendment and/or Addition to the Information Disclosure to be incorrect and/or misleading.
This Amendment and/or Addition to the Disclosure of Information are an integral part of the Disclosure
of Information which was published on the website of the Company and the Stock Exchange website
on 30 October 2024.
This Amendment and/or Addition to the Information Disclosure was published on
29 November 2024
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IMPORTANT DATES AND ESTIMATED TIMELINES
The Company intends to conduct Capital Increase without Pre-emptive Rights to the shareholders of
the Company ("PMTHMETD I") with the estimated schedule as follows:
1. Notification of the Agenda for the Extarordinary General Meeting of 23 October 2024
Shareholders ("EGMS") to OJK
2. Announcement of the plan to hold the EGMS to the shareholders of the 30 October 2024
Company via the PT Bursa Efek Indonesia ("Exchange") website, the
eASY.KSEI website, and the Company's website
www.merdekabattery.com
3. Announcement of Information Disclosure regarding the PMTHMETD I plan 30 October 2024
via the Exchange website, eASY KSEI website, and the Company's website
www.merdekabattery.com
4. The recording date of the shareholders who are entitled to attend the EGMS 13 November 2024
5. Invitation to the EGMS to the shareholders of the Company via the Exchange 14 November 2024
website, eASY.KSEI website, and the Company website
www.merdekabattery.com
6. Announcement of Amendment and/or Additional to the Information 29 November 2024
Disclosure
7. Implementation of the EGMS 6 December 2024
8. Announcement of the summary of the EGMS minutes via the Exchange 10 December 2024
website, eASY.KSEI website, and the Company website
www.merdekabattery.com
9. Submission of EGMS minutes to OJK and BEI 3 January 2025
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I. GENERAL
A. General Information About the Company
The Company, domiciled in South Jakarta, was initially established under the name PT
Hamparan Logistik Nusantara based on Deed of Establishment No. 66 dated 20 August 2019,
made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia ("MOLHR") based on Decree
No. 0041804.AH.01.01.TAHUN 2019 dated 22 August 2019. The Articles of Association of the
Company have been amended several times and most recently amended pursuant to the Deed
of Statement of Shareholder Decisions on Amendments to the Articles of Association No. 190
dated 21 June 2024, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has
has been approved by the MOLHR based on Decree No. AHU-0037618.AH.01.02.TAHUN 2024
dated 25 June 2024, and has been notified to the MOLHR as stated in the Receipt of Notification
Letter on the Amendments to Articles of Association No. AHU-AH.01.03-0158280 dated 25 June
2024.
Based on the provisions of Article 3 of the articles of association of the Company, the Company's
aims and objectives are to engage in holding company activities and other management
consulting activities. To achieve the aims and objectives mentioned above, the Company carry
out the following business activities
1. Holding Company Activities
Carrying out holding company activities, including ownership and/or control of its subsidiary
group; and
2. Other Management Consulting Activities
Other management consulting activities where the main activity (as relevant) is providing
assistance with advice, guidance and business operations and other management
organizational issues, such as strategic and organizational planning; decisions relating to
finances; marketing objectives and policies; human resource planning, practices and policies;
scheduling planning and production control.
To achieve the main business activities mentioned above, the Company carry out the following
business activities:
1. Providing services as counselors and negotiators in designing corporate mergers and
acquisition; and
2. providing services including assistance with advice, guidance, and business operations and
other management organizational issues, such as strategic and organizational planning;
decisions relating to finances; marketing objectives and policies; human resource planning,
practices and policies; scheduling planning and production control. The provision of these
services includes financial assistance, advice, guidance and operations for various
management functions, agronomic and agricultural economic management consultations in
the agricultural and similar fields, design of accounting methods and procedures, cost
accounting programs, budget monitoring procedures, provision of funding, advice and
assistance for businesses and community services in planning, organizing, efficiency and
supervision, management information and others including infrastructure investment study
services.
B. Capital and Composition the Shareholders of the Company
Based on the Deed of Statement of Meeting Resolutions on Amendments to the Company's
Articles of Association No. 190 dated 21 June 2024 which has received approval from MOLHR
based on Decree No. AHU-0037618.AH.01.02 TAHUN 2024, and has been notified to the
MOLHR as stated in the Receipt of Notification Letter on the Changes to the Articles of
Association No. AHU-AH.01.030158280 both dated 25 June 2024, the authorized capital of the
Company is divided into 430,000,000,000 (four hundred and thirty billion) shares with a nominal
value per share of Rp100 (one hundred Rupiah). Based on List of Shareholders of the Company
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on 31 October 2024 issued by PT Datindo Entrycom as the Share Registrar of the Company, the
capital structure and composition of the shareholders of the Company are as follows:
SHAREHOLDERS NAME NOMINALVALUE RP100 PER SHARE
TOTAL NOMINAL VALUE
NUMBER OF SHARES (%)
(RP)
Authorized Capital 430,000,000,000 43,000,000,000,000
Issued and Paid-up Capital
1) PT Merdeka Energi Nusantara 54,045,287,677 5,404,528,767,700 50.044
2) Huayong International (Hong Kong) 8,149,060,000 814,906,000,000 7.546
Limited
3) PT Alam Permai 5,861,079,300 586,107,930,000 5.427
4) Winato Kartono 2,361,003,614 236,100,361,400 2.186
5) Andrew Phillip Starkey 2,316,200 231,620,000 0.002
6) Public 37,576,673,109 3,757,667,310,900 34.795
Amount Issued and Paid-up Capital 107,995,419,900 10,799,541,990,000 100.000
Shares in portfolio 322,004,580,100 32,200,458,010,000
Following is the chart of the ownership of the Company until individual level as at 31 October
2024
The controller of the Company on the date of this Amendment and/or Additional Disclosure of
Information is PT Merdeka Copper Gold Tbk, through PT Merdeka Energi Nusantara. This
information regarding the controller is in line with the monthly report of the securities holder
registration submitted by the Company.
C. Composition of the Board of Commissioners and Board of Directors of the Company
Based on the Deed of Shareholder Decision Statement No. 54 dated 16 January 2023 which has
been notified to the MOLHR as reflected in the Receipt of Notification Letter on the Changes to
Company Data No. AHU-AH.01.09-0027503 dated 19 January 2023 and registered in the
Company Register at the MOLHR under No. AHU-0012541.AH.01.11.Year 2023 dated 19
January 2023 in conjunction with Deed of Statement of Shareholders Decision on Amendments
to the Articles of Association No. 60 dated 20 February 2023 which has been notified to the
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MOLHR as stated in the Receipt of Notification Letter on the Changes to Company Data No.
AHU-AH.01.09-0093759 dated 20 February 2023 and registered in the Company Register at the
MOLHR under No. AHU-0036466.AH.01.11.Year 2023 dated 20 February 2023 in conjunction
with Deed of Shareholder Decision Statement No. 156 dated 30 June 2023 has been notified to
the MOLHR as stated in the Receipt of Notification Letter on the Changes to Company Data No.
AHU-AH.01.09-0135091 dated 6 July 2023 and registered in the Company Register at the
MOLHR under No. AHU-0126139.AH.01.11.Year 2023 dated 6 July 2023 in conjunction with
Deed of Meeting Decision Statement No. 89 dated 20 October 2023 which has been notified to
the MOLHR as stated in the Receipt of Notification Letter on the Changes to Company Data No.
AHU-AH.01.09-0179842 dated 31 October 2023 and registered in the Company Register at the
MOLHR under No. AHU-0218000.AH.01.11.Year 2023 dated 31 October 2023, all made before
Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, the composition of the members of the Board
of Directors and Board of Commissioners of the Company on the date this Amendment and/or
Additional Information Disclosure was published is as follows following:
Board of Commissioners:
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Independent Commissioner : Dr. Didi Achjari, S.E., M.Com., Ak.
Board of Directors:
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
II. INFORMATION REGARDING PLANS TO INCREASE CAPITAL WITHOUT PRE-EMPTIVE
RIGHTS
A. Reasons and Objectives of PMTHMETD I
In order to develop the Company's business activities and pursue potential expansion
opportunities of the Company’s group along the strategic mineral and raw material value chain
for electric vehicle batteries, the Company may need to strengthen its capital structure. Therefore,
the Company intends to issue a maximum of 10,799,541,990 shares or a maximum of 10% (ten
percent) of the number of shares that have been issued and fully paid up or the paid up capital
stated in the amendment to the articles of association which has been notified and accepted by
the authorized Minister on the date of the EGMS announcement ("New Shares") through
PMTHMETD I in accordance with the approval from the independent shareholders and
shareholders who are not affiliated with the Company, members of the board of directors,
members of the board of commissioners, major shareholder, or controlling shareholders approval
at the EGMS. Through PMTHMETD I, it is expected that the Company will have funding
alternatives for the benefit of the Company. There are no prior approval/reporting from/to
creditors of the Company/government agencies or other third parties that required to be obtained
or made by the Company in connection with PMTHMETD I.
B. Indicative Period of PMTHMETD I
In accordance with the provisions of Article 8C paragraph (1) letter a POJK No. 14/2019,
PMTHMETD I will be conducted within 2 (two) years since the EGMS approving PMTHMED I.
The implementation of PMTHMETD I will be subject to and will be conducted if it has obtained
approval from the Independent Shareholders in EGMS of the Company with due observation to
the prevailing laws and regulations in Indonesia.
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C. Use of Proceeds Plan from PMTHMETD I
In order to develop the Company's business activities and pursue potential expansion
opportunities, the Company may need to strengthen its capital structure. The funds obtained from
the PMTHMETD I will be used by the Company as follows:
a. in the amount of 15% (fifteen percent) of the total fund for the working capital needs of the
Company and Company’s group including but not limited to employees cost, professional
fees, tax expenses and finance costs; and/or
b. business development of the Company and Company’s group, either in the form of capital
expenditure and/or purchase of shares and/or purchase of assets and/or subscription of
shares and/or provision of loan as well as other appropriate transaction methods to one or
more companies with appropriate industries or related to and/or support the business
activities of the Company and Company’s group.
The above percentage may change according to the needs of the Company and the Company’s
group. For the avoidance of doubt, the Company’s group means a company in which (i) the
Company owns more than 50% of the voting shares, either directly or indirectly; or (ii) the
Company owns less than 50% of the voting shares, either directly or indirectly; or (iii) if the
Company owns 50% or less of the voting shares, the Company has the ability to control the
company, so that its financial statements are consolidated with the Company in accordance with
applicable accounting standard in Indonesia.
The Company will comply with and carry out the consequences stipulated in the Capital Market
Laws and Regulation if the use of proceeds plans from PMTHMETD I is qualified as an Affiliate
Transaction, Conflict of Interest Transaction, and/or Material Transaction.
The Company also acknowledges the provisions that applicable in Indonesia at the time of
implementing PMTHMETD I, including but not limited to the Decree of the Directors of PT Bursa
Efek Indonesia No. Kep-00101/BEI/12-2021 regarding Amendment to Regulation Number I-A
regarding the Listing of Shares and Equity Securities Other than Shares Issued by Listed
Companies, Law No. 40 of 2007 regarding Limited Liability Companies (as amended from time
to time).
D. Issuance of New Shares and Price of New Shares
In accordance with the POJK No. 14/2019, PMTHMETD I may only be conducted provided that
the Company has obtained approval from the independent shareholders and shareholders who
are not affiliated with the Company, members of the board of directors, members of the board of
commissioners, major shareholder, or controlling shareholders of the Company through EGMS.
The EGMS of the Company will be conducted by complying to the provisions governed in the
OJK Regulation No. 15/POJK.04/2020 regarding Plan and Implementation of General Meeting of
Shareholders of the Public Companies. The attendance quorum and decision quorum of the
General Meeting of Shareholders (“GMS”) shall be as follows:
a. The GMS may be held if the GMS is attended by more than 1/2 (one-half) of the total shares
with valid voting rights owned by the independent shareholders and shareholders who are
not affiliated with the Company, members of the board of directors, members of the board of
commissioners, major shareholder, or controlling shareholders.
b. The decision of the GMS as referred to in point a is valid if it is approved by more than 1/2
(one-half) of the total shares with valid voting rights owned by the independent shareholders
and shareholders who are not affiliated with the Company, members of the board of directors,
members of the board of commissioners, major shareholder, or controlling shareholders.
c. In the event that the quorum as referred to in point a is not reached, the second GMS may
be held if the GMS is attended by more than 1/2 (one-half) of the total shares with valid voting
rights owned by the independent shareholders and shareholders who are not affiliated with
the Company, members of the board of directors, members of the board of commissioners,
major shareholder, or controlling shareholders.
d. The decision of the second GMS is valid if it is approved by more than 1/2 (one-half) of the
total shares with valid voting rights owned by the independent shareholders and shareholders
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who are not affiliated with the Company, members of the board of directors, members of the
board of commissioners, major shareholder, or controlling shareholders who are present at
the second GMS.
e. In the event that the quorum of attendance at the second GMS as referred to in point c is not
reached, the third GMS may be held provided that the third GMS is valid and entitled to make
decisions if attended by the independent shareholders and shareholders who are not
affiliated with the Company, members of the board of directors, members of the board of
commissioners, major shareholder, or controlling shareholders of shares with valid voting
rights, in a quorum of attendance determined by the OJK at the request of the Company.
f. The decision of the third GMS is valid if it is approved by the independent shareholders and
shareholders who are not affiliated with the Company, members of the board of directors,
members of the board of commissioners, major shareholder, or controlling shareholders
representing more than 50% (fifty percent) of the shares owned by the independent
shareholders and shareholders who are not affiliated with the Company, members of the
board of directors, members of the board of commissioners, major shareholder, or controlling
shareholders who are present at the GMS.
PMTHMETD I shall be concluded 2 (two) years after EGMS approving PMTHMETD I is
conducted. Furthermore, the Company may only be able increase a maximum of 10% (ten
percent) of the fully issued and paid-up capital of the Company as of date of this Amendment
and/or Additional Information Disclosure.
The exercise price of New Shares PMTHMETD I will refer to Appendix I to the Decree of the
Directors of PT Bursa Efek Indonesia No. Kep-00101/BEI/12-2021 regarding Amendments to
Regulation Number I-A regarding the Listing of Shares and Equity Securities Other Than Shares
Issued by Listed Companies on 21 December 2021. The exercise price of the New Shares of the
Company is at least 90% (Ninety percent) of the average closing price of the Company's shares
trading on the Exchange for 25 (twenty-five) consecutive Exchange Days on the regular market
prior to the date of additional share listing resulting from PMTHMETD I to Exchange being
submitted.
In the issuance of New Shares from PMTHMETD I, the shareholders of the Company may grant
power of attorney and authority to the Board of Commissioners of the Company with substitution
rights to declare the realisation of the issuance of share by making amendments to the provisions
of articles of association of the Company.
E. Capital Structure and Shareholders Composition Before and After the Implementation of
the Proposed PMTHMETD I
In connection with PMTHMETD I, the Company will to issue a maximum of 10,799,541,990
shares or a maximum of 10% (ten percent) of the number of shares that have been issued and
fully paid up or paid-up capital as stated in the amendment to the articles of association which
has been notified and accepted by the authorized Minister on the date of the EGMS
announcement, which will be issued from the Company's portfolio shares with a nominal value
of Rp per share.
The capital structure and share ownership of the Company before and after the implementation
of PMTHMETD I on a pro forma basis with the assumption that the Company issues
10,799,541,990 shares is as follows:
BEFORE PMTHMETD I AFTER PMTHMETD I
DESCRIPTION NOMINALVALUE RP100 PER SHARE NOMINALVALUE RP100 PER SHARE
NUMBER OF
NOMINAL VALUE (RP) (%) NUMBER OF SHARES NOMINAL VALUE (RP) (%)
SHARES
Authorized
430,000,000,000 43,000,000,000,000 430,000,000,000 43,000,000,000,000
Capital
Issued and Paid-
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BEFORE PMTHMETD I AFTER PMTHMETD I
DESCRIPTION NOMINALVALUE RP100 PER SHARE NOMINALVALUE RP100 PER SHARE
NUMBER OF
NOMINAL VALUE (RP) (%) NUMBER OF SHARES NOMINAL VALUE (RP) (%)
SHARES
up Capital
1) PT Merdeka
Energi 54,045,287,677 5,404,528,767,700 50.044 54,045,287,677 5,404,528,767,700 45.495
Nusantara
2) Huayong
International 8,149,060,000 814,906,000,000 7.546 8,149,060,000 814,906,000,000 6.860
(Hong Kong)
Limited
3) PT Alam 5,861,079,300 586,107,930,000 5.427 5,861,079,300 586,107,930,000 4.934
Permai
4) Winato 2,361,003,614 236,100,361,400 2.186 2,361,003,614 236,100,361,400 1.987
Kartono
5) Andrew
Phillip 2,316,200 231,620,000 0.002 2,316,200 231,620,000 0.002
Starkey
6) Public 37,576,673,109 3,757,667,310,900 34.795 37,576,673,109 3,757,667,310,900 31.631
7) PMTHMETD I - - - 10,799,541,990 1,079,954,199,000 9.091
Investor*
Total of Issued
and Fully Paid-up 107,995,419,900 10,799,541,990,000 100,000 118,794,961,890 11,879,496,189,000 100.000
Capital
Remaining
Shares in 322,004,580,100 32,200,458,010,000 311,205,038,110 31,120,503,811,000
Portfolio
*On the date of this Amendment and/or Addition to the Information Disclosure is issued, there are no
prospective investors that have expressed their intention to subscribe the New Shares to be issued through
the Company’s PMTHMETD I, therefore the company is unable to provide information regarding any
affiliation between the prospective investors and the Company.
Furthermore, in line with POJK No. 14/2019, the issuance of New Shares through PMTHMETD
I must be completed within 2 (two) years from the date of the EGMS which approved PMTHMETD
I. The Company will announce to the public and notify the OJK regarding the implementation of
PMTHMETD I no later than 5 (five) working days before the implementation of PMTHMETD I
through Exchange website and the Company's website.
There is no change of control on the Company after the proposed PMTHMETD I is implemented.
F. Impact of PMTHMETD I
The issuance of New Shares from PMTHMETD I will increase the number of shares issued by
the Company, hence it is expected to increase the stock trading liquidity of the Company's shares.
The implementation of PMTHMETD I will also provide additional funds for the Company to
support the development of the Company's business activities and strengthen the Company's
capital structure. These benefits will indirectly increase added value for the Company's
shareholders.
After the implementation of PMTHMETD I becomes effective, the share ownership percentage
of the Company's current shareholders will experience dilution by a maximum of 9.1% (nine-point
one percent).
G. Analysis of the Effect on the Company’s Financial Condition and Shareholders
In general, the implementation of PMTHMETD I will have a direct impact on the Company's
capital structure and liquidity, thereby providing the Company with additional funds resulted from
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the issuance of the securities to support the Company's performance. The implementation of
PMTHMETD I will have the impact to the following posts in the financial report:
POSTS IN THE FINANCIAL REPORT IMPACT AND AMOUNT
The cash and cash in banks post will
increase after the implementation of
Cash and cash in banks PMTHMETD I in the amount of
Rp1,079,954,199,000 (or equivalent to
USD65,766,652)
The share capital post will increase after
the implementation of PMTHMETD I in
Share capital
the amount of Rp1,079,954,199,000 (or
equivalent to USD65.766.652)
Note: The above amounts are based on the maximum capital increase without pre-emptive rights
to the Company’s shareholders is implemented on the nominal value (and using the Bank of
Indonesia’s middle rate as of 28 June 2024 USD 1 = Rp16,421, source: www.bi.go.id)
The percentage of share ownership of the Company's shareholders after the implementation of
PMTHMETD I will experience a maximum dilution of 9.1% (nine-point one percent).
III. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
• The Board of Directors and Board of Commissioners of the Company are fully responsible for
the validity of the whole information contained in this Amendment and/or Addition to the
Information Disclosure and emphasize that all material information and opinions expressed in
this Amendment and/or Addition to the Information Disclosure are correct and can be
accounted for and that there is no other information that has not been disclosed which could
cause material information in this Amendment and/or Addition to the Information Disclosure
be untrue and/or misleading; and
• The Board of Directors and Board of Commissioners of the Company have reviewed the
proposed PMTHMETD I including assessing the risks and benefits of PMTHMETD I for the
Company and all shareholders, and believe that PMTHMETD I is one of the best choices for
the Company and all shareholders.
IV. ADDITIONAL INFORMATION
To obtain further information regarding the matters mentioned above, the shareholders of the Company
can contact the Company during the Company's working hours, which is 9am – 5pm Western
Indonesian Time, at the address below:
PT Merdeka Battery Materials Tbk
Corporate Secretary
Head Office:
Treasury Tower, 69th Floor, District 8
SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 – 39525581
Fax: +62 21 – 39525582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
Initial:
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