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AMENDMENT AND/OR ADDITIONAL INFORMATION ON DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PT GOLDEN EAGLE ENERGY TBK ("THE COMPANY")
IN CONNECTION WITH THE PLAN FOR CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS ("PMTHMETD")
THIS DISCLOSURE OF INFORMATION IS MADE AND ADDRESSED TO THE SHAREHOLDERS OF THE COMPANY TO
MAKE A DECISION AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ("EGMS") IN ORDER TO FULFILL
THE PROVISIONS OF THE FINANCIAL SERVICES AUTHORITY REGULATION NO. 14/POJK.04/2019 CONCERNING
AMENDMENTS TO THE FINANCIAL SERVICES AUTHORITY REGULATION NO. IX. 14/POJK.04/2019 REGARDING THE
AMENDMENT TO THE REGULATION OF THE FINANCIAL SERVICES AUTHORITY NO. 32/POJK.04/2015 REGARDING
CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS ("POJK NO. 14/2019").
THIS DISCLOSURE OF INFORMATION CONSTITUTES AMENDMENTS AND/OR ADDITIONAL TO THE INFORMATION
DISCLOSURE PUBLISHED ON 18 OCTOBER 2024. THE COMPANY HAS ANNOUNCED SUCH DISCLOSURE OF
INFORMATION THROUGH THE INDONESIA STOCK EXCHANGE WEBSITE AND THE COMPANY'S WEBSITE.
PT GOLDEN EAGLE ENERGY Tbk
Based in North Jakarta, Indonesia
Main Business Activities:
Engaged in services, trade, development, industry, and transportation.
Headquarters:
The Suites Tower 17th Floor
Jl. Pantai Indah Kapuk Boulevard No. 1 Kav OFS
North Jakarta 14470, Indonesia
Telp. (+62 21) 2251 1055
Website: https://www. go-eagle.co.id
Email: corsec@go-eagle.co.id
IF YOU HAVE DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS DISCLOSURE OR ARE IN
DOUBT IN MAKING A DECISION, YOU SHOULD CONSULT A SECURITIES BROKER, INVESTMENT MANAGER, LEGAL
ADVISOR, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR.
THE BOARD OF DIRECTORS OF THE COMPANY SUBMITS THE INFORMATION AS STATED IN THIS INFORMATION
DISCLOSURE WITH THE INTENTION OF PROVIDING INFORMATION AND A MORE COMPLETE PICTURE TO THE
COMPANY'S SHAREHOLDERS REGARDING PMTHMETD TRANSACTIONS AS PART OF THE COMPANY'S COMPLIANCE
WITH THE PROVISIONS OF POJK NO. 14/2019.
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THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY AND
COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION AS
DISCLOSED IN THIS INFORMATION DISCLOSURE AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE
INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS CORRECT AND THERE ARE NO IMPORTANT
MATERIAL AND RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED IN THIS INFORMATION DISCLOSURE SO
AS TO CAUSE THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE UNTRUE AND/OR
MISLEADING.
This Disclosure of Information is published in Jakarta on November 20, 2024
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DEFINITION
"Account Holder" : refers to any party whose name is recorded as the owner of a
securities account at KSEI or at a Custodian Bank or Securities
Company.
"BAE" : refers to the party contracted by the Company and/or the
securities issuer to maintain records of securities ownership and
distribute rights related to the securities. In this case, PT Adimitra
Jasa Korpora, located in North Jakarta.
"Calendar Days" : refers to every day in a year according to the Gregorian calendar,
including Sundays and national holidays as determined by the
Government of the Republic of Indonesia, as well as regular
workdays that, due to specific circumstances, are declared non-
working days by the Government of the Republic of Indonesia.
"Custodian Bank" : refers to the bank licensed as a custodian that provides
safekeeping services for securities and other assets related to
securities, including services such as receiving dividends, interest,
and other rights, settling securities transactions, and
representing account holders who are its customers.
"Disclosure of Information" : refers to this Disclosure of Information presented to the
Company's shareholders in compliance with: (i) POJK No.
14/2019; and (ii) POJK No. 15/2020.
"GMS" : refers to the General Meeting of Shareholders.
"Government" : refers to any governmental institution, government body, or
authority of the Republic of Indonesia.
"IDR" or "Rupiah" : refers to Indonesian Rupiah, the legal currency of the Republic
of Indonesia.
"Indonesia Stock Exchange" or : refers to the stock exchange as defined in Article 1, point 4 of
"IDX" Law No. 8 of 1995 on Capital Markets, as partially amended by
Law No. 4 of 2023 concerning Financial Sector Development and
Strengthening. In this case, it is managed by PT Bursa Efek
Indonesia, headquartered in Jakarta, where the Company's
shares are listed.
"KSEI" : refers to PT Kustodian Sentral Efek Indonesia, located in Jakarta,
which serves as the Central Securities Depository and Clearing
Institution in accordance with the Capital Market Law.
"MoLHR" : refers to the Ministry of Law and Human Rights of the Republic
of Indonesia.
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"New Shares" : refers to up to a maximum of 315,000,000 (three hundred
fifteen million) shares or up to a maximum of 10% (ten percent)
of the total issued and fully paid shares in the Company, to be
issued from the Company's portfolio with a nominal value of IDR
125.00 (one hundred twenty-five Rupiah) per share.
"OJK" : Refers to the Financial Services Authority of the Republic of
Indonesia, an independent state institution with regulatory,
supervisory, investigative, and law enforcement powers as
stipulated in Law No. 21 of 2011 on Financial Services Authority,
as amended by Law No. 4 of 2023 on Financial Sector
Development and Strengthening.
"POJK No. 15/2020" : refers to Financial Services Authority Regulation No.
15/POJK.04/2020 concerning Planning and Implementation of
General Meetings of Shareholders of Public Companies.
"POJK No. 42/2020" : refers to Financial Services Authority Regulation No.
42/POJK.04/2020 on Affiliated Transactions and Conflict of
Interest Transactions.
"Public" : refers to individuals or legal entities, whether Indonesian citizens
or foreign nationals, Indonesian legal entities, or foreign legal
entities, whether residing or domiciled in Indonesia or outside
the jurisdiction of the Republic of Indonesia.
"Regulation No. I-A" : refers to Indonesia Stock Exchange Regulation No. I-A on Listing
of Shares and Equity-type Securities Other than Shares Issued by
Listed Companies, an attachment to the Decision of the Board of
Directors of PT Bursa Efek Indonesia No. Kep-00101/BEI/12-2021
dated December 21, 2021.
"Securities Account : refers to an account that records the positions of shares and/or
funds owned by Shareholders, administered at KSEI or by the
Account Holder, based on a securities account opening
agreement signed by the Shareholder and the securities
company and/or Custodian Bank.
"Shareholder" : refers to any party whose name is recorded in the Shareholders
Register issued by BAE, and as an owner of a securities account
at KSEI, including Custodian Banks and/or Securities Companies
and/or any other parties approved by KSEI, in accordance with
the laws and regulations in the Capital Market sector and KSEI
regulations.
"Shareholder List" : refers to the list issued by KSEI containing information about
share ownership by shareholders in the Collective Custody at
KSEI based on data provided by the Account Holder to KSEI.
"Shares" : refers to all shares that have been issued and fully paid up in the
Company.
"Trading Days" : refers to the days on which securities trading transactions occur
on the Stock Exchange, i.e., Monday to Friday, except for national
holidays designated by the Government or other days declared
as holidays by the Stock Exchange.
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"UUPM" : refers to Law No. 8 of 1995 on Capital Markets, as partially
amended by Law No. 4 of 2023 on Financial Sector Development
and Strengthening.
"UUPT" : refers to Law No. 40 of 2007 on Limited Liability Companies, as
partially amended by Government Regulation in Lieu of Law No.
2 of 2022 on Job Creation, which was ratified into law under Law
No. 6 of 2023 concerning the Ratification of the Government
Regulation in Lieu of Law No. 2 of 2022 on Job Creation into Law.
"UU PPSK" : refers to Law No. 4 of 2023 concerning Financial Sector
Development and Strengthening.
"Working Days" : refers to Monday through Friday, excluding national holidays
designated by the Government or regular workdays declared
holidays by the Government.
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GENERAL UMUM____________________________________
The Company was established under the name PT The Green Pub based on the Deed of Establishment No. 46 dated
March 14, 1980, made before Soeleman Ardjasasmita, S.H., a Notary in Jakarta. This deed was approved by the
Minister of Justice of the Republic of Indonesia under Decision No. Y.A.5/264/20 dated July 26, 1980, and published
in the State Gazette of the Republic of Indonesia No. 1169/1984, Supplement to State Gazette No. 96 dated
November 30, 1984.
Pursuant to Deed No. 42 dated May 10, 1996, regarding the Statement of Meeting Resolutions on Amendments to
the Articles of Association, made before Lieke K. Tukgali, S.H., a Notary in Jakarta, the name of the Company was
changed from PT The Green Pub to PT Setiamandiri Mitratama. This deed was approved by the Minister of Justice of
the Republic of Indonesia under Decision No. C2-9586.HT.01.04.TH.96 dated October 17, 1996.
Pursuant to Deed No. 66 dated June 25, 2004, concerning the Statement of Meeting Resolutions on Amendments to
the Articles of Association, made before Fathiah Helmi, S.H., a Notary in Jakarta, the Company's name was changed
from PT Setiamandiri Mitratama to PT Eatertainment International. This deed was approved by the Minister of
Justice and Human Rights of the Republic of Indonesia under Decision No. C-25160 HT.01.04.TH.2004 dated October
11, 2004.
The Company’s name was changed once again to PT Golden Eagle Energy Tbk by Deed No. 16 dated August 7, 2012,
concerning the Statement of Meeting Resolutions on Amendments to the Articles of Association, made before
Fathiah Helmi, S.H., a Notary in Jakarta. This deed was approved by the Minister of Justice and Human Rights of the
Republic of Indonesia under Decision No. AHU-44804.AH.01.02 of 2012 dated August 15, 2012.
The latest amendment to the Company's Articles of Association is as stated in (i) Deed of Statement of Meeting
Resolutions on Amendments to the Articles of Association No. 20 dated August 3, 2022, made before Jose Dima
Satria, S.H., M.Kn., a Notary in Jakarta, which obtained approval from the Minister of Law and Human Rights of the
Republic of Indonesia under Decision No. AHU-AH.01.03-0282705 dated August 24, 2022 ("Deed of UUPT
Adjustment"); (ii) Deed No. 15 dated July 6, 2015, made before Jose Dima Satria, S.H., M.Kn., a Notary in South
Jakarta Administration City ("Deed of POJK 32 and 33 Adjustment 2014") with Letter of Notification Receipt of
Amendments to the Articles of Association from the MoLHR. AHU-AH.01.03-0949494 dated July 8, 2015; and (iii)
Deed of Statement of Meeting Resolutions on Amendments to the Articles of Association No. 83 dated November
15, 2023, made before Jose Dima Satria, S.H., M.Kn., a Notary in Jakarta, with a Notification Letter on Amendments
to the Articles of Association from the MoLHR No. AHU-0073057.AH.01.02.Tahun 2023 dated November 24, 2023
("Deed of Change of Company Domicile and Latest Change of Management").
The operational head office of the Company is currently located at The Suites Tower Floor 17 Jl. Boulevard Pantai
Indah Kapuk No. 1 Kav OFS, North Jakarta, 14470.
Business Activities of The Company
Pursuant to Article 3 of the Company's articles of association as reflected in the Company’s article of association, the
purpose and objectives of the Company's business activities are engaged in trading, construction, industrial, and
transportation services.
Capital Structure and Shareholder Composition of the Company
Based on the Shareholders Register of the Company, prepared by BAE, the shareholding structure of the Company
as of September 30, 2024, is as follows:
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Nominal Value IDR 125.00 per
Number of share
No. Shareholders
Shares
Total Nominal Value (Rp) %
Authorised Capital 3,600,000,000 450,000,000,000
Issued and paid-up capital:
1 PT Geo Energy Investama 2,303,030,067 287,878,758,375 73.11
2 PT Golden Prima Energy 724,500,000 90,562,500,000 23.00
3 Public (ownership below 5%) 122,469,933 15,308,741,625 3.89
Total Issued and Fully Paid-up Capital 3,150,000,000 393,750,000,000 100.00
Remaining Shares in Portepel 450,000,000 56,250,000,000
For additional information, the Company does not have any shares repurchased or treasury stock.
Management and Supervision of the Company
Based on the Deed of Change of the Company's Place of Residence and the Last Management Change, the
management composition of the Board of Commissioners and Board of Directors of the Company as of the date of
this Disclosure of Information is as follows:
Board of Commissioners
President : Ng See Yong
Commissioner
Commissioner : Yanto Melati
Independent : Ong Beng Chye
Commisioner
Directors
President Director : Budi Susanto
Director : Yuliana
Director : Deni Kusmayadi
Summary of Key Financial Data
The following key financial data figures have been prepared based on figures quoted from and should be read with
reference to (i) the Consolidated Financial Statements of the Company and its Subsidiaries for the year ended
December 31, 2023 which have been audited in accordance with the auditing standards set by the Indonesian
Institute of Certified Public Accountants by Imelda & Rekan Public Accounting Firm signed by Kasman on February
26, 2024, with an Unmodified Opinion; (ii) the Unaudited Interim Consolidated Financial Statements for the 6 (six)
month period ended June 30, 2024; and (iii) the Unaudited Interim Consolidated Financial Statements for the 6 (six)
month period ended June 30, 2023.
Consolidated Statement of Financial Position
(in Rupiah)
Description June 30, 2024 December 31, 2023 June 30, 2023
Total Assets 1,143,975,209,610 1,007,863,610,940 1,316,985,839,500
Total Liabilities 304,793,033,315 208,339,830,993 289,758,904,546
Total Equity 839,182,176,295 799,523,779,947 1,027,226,934,954
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Consolidated Statements of Profit or Loss and Other Comprehensive Income
(in Rupiah)
Description June 30, 2024 December 31, 2023 June 30, 2023
Revenue 244,685,937,119 1,016,267,098,417 491,579,412,512
Cost of Revenue (227,851,534,012) (838,890,686,178) (360,438,474,690)
Gross Profit 16,834,403,107 177,376,412,239 131,140,937,822
Profit Before Tax 32,087,748,945 280,054,340,392 196,338,408,868
Profit for the period/year 29,204,084,294 255,974,588,686 174,125,007,066
Total Comprehensive 39,658,580,610 247,180,101,814 158,380,756,821
Income for the
Period/Year
Earnings per Share 8.69 77.60 51.50
INFORMATION ABOUT PMTHMETD PLAN
_______________________ INFORMATION ABOUT THE PMTHMETDPMTHME _ ___________________
The implementation of PMTHMETD is carried out in order to provide added value for all stakeholders of the Company
including the Company's public shareholders and in order to carry out the business activities of the Company and/or
its subsidiaries, the Company considers it necessary to strengthen the capital structure and improve the Company's
financial position.
In relation to this matter, the Company plans to issue a maximum of 315,000,000 (three hundred fifteen million)
shares with a nominal value of Rp125.00 (one hundred twenty five rupiah) per share or a maximum of 10% (ten
percent) of the total paid-up and issued shares in the Company as of the date of this Information Disclosure through
PMTHMETD which will be carried out based on the approval of independent Shareholders in the EGMS. Through
PMTHMETD, the Company is expected to obtain alternative sources of funding for the business interests/business
activities of the Company and/or its subsidiaries.
Number and Issue Price of New Shares
PMTHMETD can only be carried out by the Company by obtaining shareholder approval through an EGMS which will
be held by taking into account Article 8A paragraph (2) POJK No. 14/2019 and the procedures and procedures for
the GMS as regulated in POJK No. 15/2020.
PMTHMETD must be completed within 2 (two) years from the date of the EGMS approving the corporate action.
Furthermore, referring to Article 8C POJK No. 14/2019, the Company can only increase a maximum of 10% (ten
percent) of the number of shares that have been issued and fully paid or the Company's capital as stated in the
Amendment to the Company's Articles of Association which has been notified and received by the MOLHR at the
time of the EGMS announcement regarding the PMTHMETD.
The Company intends to issue New Shares of the same type as the issued shares in the Company, thus having the
same and equal rights in all respects, including but not limited to receiving dividends, voting in the GMS and other
corporate actions carried out by the Company.
The exercise price of the issuance of New Shares refers to the provisions of Regulation No. I-A, where the exercise
price of the issuance of the company's shares is at least 90% (ninety percent) of the average closing price of the
Company's shares during a period of 25 (twenty-five) consecutive Exchange Days in the Regular Market before the
date of application for listing of shares resulting from the PMTHMETD.
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Plan for the Use of PMTHMETD Funds
With due observance of the provisions of the prevailing laws and regulations, all funds received by the Company
from the implementation of PMTHMETD, after deducting the costs related to PMTHMETD, will be used by the
Company for:
No. Plan for the Use of PMTHMETD Funds Percentage Plan for
Use of Funds
1. Business development through investment which is expected to provide 50%
added value to the Company in the future.
2. Working capital requirements and general corporate purposes. 50%
The Company may adjust the use of funds in accordance with the actual needs of the Company and/or its
subsidiaries. The Company will pay attention to and comply with OJK Regulation No. 42/POJK.04/2020 concerning
Affiliated Transactions and Conflict of Interest Transactions ("POJK No. 42/2020") in the event that there are
affiliated transactions carried out by the Company and/or conflict of interest transactions carried out by the
Company and/or its subsidiaries in relation to the use of the funds in question.
Furthermore, if the planned use of funds from the PMTHMETD is a material transaction as referred to in OJK
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities ("POJK No.
17/2020"), the Company will fulfill the provisions as stipulated in POJK 17/2020.
Prospective investors of PMTHMETD
In connection with the PMTHMETD, New Shares will be issued to one or several investors who intend to own New
Shares, which as of the date of issuance of this Information Disclosure have not yet determined the parties so that
they cannot be disclosed in this Information Disclosure. In accordance with POJK No. 14/2019, in the event that
PMTHMETD is an affiliated transaction, the Company is exempted from following the provisions of affiliated
transactions as referred to in POJK No. 42/2020. Information regarding prospective investors including whether or
not there is an affiliate relationship between the prospective investor and the Company will be disclosed to the
Shareholders in accordance with the provisions of Article 43A POJK No. 14/2019, where the Company will announce
the implementation of PMTHMETD no later than 5 (five) Business Days prior to the implementation of PMTHMETD.
Proforma Capital Structure and Shareholders Composition of the Company Before and After the PMTHMETD
Implementation
With reference to the Company's Shareholders Register as of September 30, 2024 from PT Adimitra Jasa Korpora as
the Company's Registrar, the following is the proforma capital and composition of the Company's Shareholders
before and after the PMTHMETD:
Before PMTHMETD After PMTHMETD
Nominal Value Rp125.00 per share Nominal Value Rp125.00 per share
Description Total Nominal Total Nominal Value
Number of Value (%) Number of (Rp) (%)
Shares (Rp) Shares
Authorised Capital 3,600,000,000 450,000,000,000 3,600,000,000 450,000,000,000
Issued and Fully Paid-up Capital
PT Geo Energy Investama 2,303,030,067 287,878,758,375 73.11 2,303,030,067 287,878,758,375 66.47
PT Golden Prima Energi 724,500,000 90,562,500,000 23.00 724,500,000 90,562,500,000 20.91
Community (ownership
122,469,933 15,308,741,625 3.89 122,469,933 15,308,741,625
below 5%) 3.53
PMTHMETD - - - 315,000,000 39,375,000,000 9.09*
Total Issued and Paid-up
Capital 3,150,000,000 393,750,000,000 100.00 3,465,000,000 433,125,000,000 100.00
Full
Remaining Shares in 450,000,000 56,250,000,000 135,000,000 16,875,000,000
Portepel
*assuming all New Shares of PMTHMETD have been subscribed to
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Schedule for the Implementation of the PMTHMETD
The PMTHMETD is planned to be completed and become effective before November 26, 2026, as permitted under
POJK No. 14/2019, and will be specifically approved by the Company's shareholders at the EGMS. The Company
will implement the PMTHMETD in accordance with its Articles of Association and applicable laws and regulations,
including POJK No. 14/2019 and Regulation No. I-A.
In compliance with Regulation No. I-A, the Company will apply for the listing of the additional shares to IDX no later
than 6 (six) Trading Days before the date of the listing of additional shares from the PMTHMETD.
In accordance with POJK No. 14/2019, the Company will make the following disclosures:
a. No later than 5 (five) Working Days before the PMTHMETD execution, the Company will notify the OJK and
publicly announce the PMTHMETD's execution;
b. No later than 2 (two) Working Days after the PMTHMETD execution, the Company will notify the OJK and
publicly announce results of the PMTHMETD, including information on the parties who subscribed, the
number and price of shares issued, the intended use of funds, and other relevant information.
________________________ ___ MANAGEMENT ANALYSIS AND DISCUSSION
Analisis of the Impact of PMTHMETD on the Financial Condition and Shareholders of the Company
The financial projections before and after the implementation of the PMTHMETD are made based on several
assumptions, including:
a. PMTHMETD has been approved by the Company’s Shareholders at the EGMS.
b. The Company will issue up to a maximum of 315,000,000 (three hundred fifteen million) new shares from its
portfolio.
c. Total Issued and Paid-up Capital of the Company before PMTHMETD is 3,150,000,000 (three billion one hundred
fifty million) shares.
d. Total Issued and Paid-up Capital of the Company after PMTHMETD will increase up to a maximum of
3,465,000,000 (three billion four hundred and sixty five million) shares.
Projected Financial Statements of The Company After the PMTHMETD
Using the Company's Consolidated Financial Statements as of June 30, 2024 (unaudited), the projection of the
impact of the PMTHMETD on the Company's financial condition and key financial ratios is as follows:
Financial Report
(in Rupiah)
Description Before PMTHMETD After PMTHMETD
Consolidated Statement of Financial Position
Total Assets 1,143,975,209,610 1,183,350,209,610
Total Liabilities 304,793,033,315 304,793,033,315
Total Equity 839,182,176,295 878,557,176,295
Debt to Equity Ratio 0% 0%
Consolidated Statements of Profit or Loss and Comprehensive Income
Revenue 244,685,937,119 244,685,937,119
Cost of Revenue (227,851,534,012) (227,851,534,012)
Gross Profit 16,834,403,107 16,834,403,107
Profit Before Tax 32,087,748,945 32,087,748,945
Profit for the Period 29,204,084,294 29,204,084,294
Comprehensive Income for the 39,658,580,610 39,658,580,610
period
Comprehensive Income for the 37,792,337,614 37,792,337,614
period attributable to owners of
the parent entity
After the PMTHMETD, the Company's total assets and total equity will increase by 3.44% and 4.69% respectively
from the funds obtained from the PMTHMETD.
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Financial Ratio
Description Before PMTHMETD After PMTHMETD
Financial Ratio
Profit for the Period / Assets 2.55% 2.47%
Profit for the Period / Equity 3.48% 3.32%
Liabilities/Assets 26.64% 25.76%
Liabilities/Equity 36.32% 34.69%
Current Cash Ratio 35.08% 49.65%
Risks and Impacts of PMTHEMTD
With the number of New Shares issued in the PMTHMETD as disclosed in this Information Disclosure, the Company's
Shareholders who do not participate in the short term will be exposed to the risk of a decrease (dilution) of share
ownership in accordance with the number of New Shares issued, which is as much as 6.65% (six point sixty five
percent) and basically there is no impact on changes in the control of the Company after this PMTHMETD is
implemented.
With the additional shares issued in the PMTHMETD, the dilution that will be experienced by the current Shareholders
of the Company is relatively small.
Meanwhile, the number of shares owned by Shareholders before and after the issuance of Additional Shares will not
change. In determining the exercise price of this PMTHMETD, the Company ensures that the Company will obtain
optimal and profitable results from the sale of Additional Shares in the framework of this PMTHMETD. In this regard,
the Company will always refer to the minimum exercise price provisions stipulated in Regulation No. I-A, taking into
account the interests of the Company and the Company's minority Shareholders, as well as considering the quality of
investors who will invest their funds in the Company. In determining the exercise price of this PMTHMETD, the
Company ensures that the Company will obtain optimal and profitable results from the sale of Additional Shares in the
framework of this PMTHMETD. In this regard, the Company will always refer to the minimum exercise price provisions
stipulated in Regulation No. I-A, taking into account the interests of the Company and the Company's minority
Shareholders, as well as considering the quality of investors who will invest their funds in the Company.
STATEMENT BY THE BOARD OF DIRECTORS AND THE BOARD OF COMMISIONERS
The Board of Directors and the Board of Commissioners are responsible for the accuracy of the information in this
Disclosure of Information and declare that all material information and opinions expressed herein are true,
accountable, and complete, and that no material information has been omitted that would render the information
disclosed herein incorrect or misleading.
The Board of Directors and the Board of Commissioners of the Company have reviewed the PMTHMETD plan,
assessed the risks and benefits of the PMTHMETD for the Company and all shareholders, and believe that the
PMTHMETD is the best course of action for the Company and all shareholders.AL MEETING OF SHAREHOLDERS
The EGMS of the Company, related to the PMTHMETD, will be held on:
Day, Date : Tuesday, November 26, 2024
Time : 10.00 am – finish
Place : Jakarta
(online through eASY.KSEI)
With details of the agenda of the EGM of independent Shareholders, attendance quorum and decision quorum and
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Shareholders who are entitled to attend as follows:
Agenda:
1. Approval of the Company's plan for PMTHMETD through the issuance of new shares in accordance with the
provisions of POJK No. 14/2019, accompanied by the granting of authority and power of attorney, with the
right of substitution, to the Company's Board of Directors to conduct negotiations and/or take any and all
necessary actions for the implementation of the Company's PMTHMETD plan, including but not limited to
the determination of the share issuance price in the PMTHMETD, while taking into account the applicable
laws and regulations, including those in the Capital Market sector; and
2. Approval of the amendment to Article 4, paragraphs (2) and (3) of the Company's Articles of Association in
connection with the issuance of shares for the Company's PMTHMETD as stated above, and the granting of
authority and power to the Company's Board of Directors to implement the issuance of shares that are
subscribed and paid up in relation to the increase in the issued and fully paid-up capital by amending Article
4, paragraphs (2) and (3) of the Company's Articles of Association if the first agenda item is approved by the
Extraordinary General Meeting of Shareholders.
Quorum of Attendance and Decision making Quorum:
In accordance with POJK No. 14/2019, if the Company intends to conduct a capital increase through the issuance of
shares and/or equity securities other than shares for reasons other than improving its financial position, the
Company must first obtain approval from the GMS as stipulated in Article 8A paragraph (2) POJK No. 14/2019, which
determines that:
a. The GMS can be convened if attended by more than 1/2 (one-half) of the total shares with valid voting rights
held by the independent shareholders and shareholders who are not affiliated with the Company, its
Directors, its Board of Commisioners, its controlling Shareholders, or its majority Shareholders.
b. A decision of the GMS as referred to in point a is valid if approved by more than 1/2 (one-half) of the total
shares with valid voting rights held by independent shareholders and shareholders who are not affiliated
with the Company, its Directors, its Board of Commisioners, its controlling Shareholders, or its majority
Shareholders.
c. In the event the quorum in point a is not met, a second GMS may be convened if attended by more than 1/2
(one-half) of the total shares with valid voting rights held by independent shareholders and shareholders
who are not affiliated with the Company, its Directors, its Board of Commissioners, its controlling
Shareholders, or its majority Shareholders.
d. The second GMS decision is valid if approved by more than 1/2 (one-half) of the total shares with valid voting
rights held by independent shareholders and shareholders who are not affiliated with the Company, its
Directors, its Board of Commissioners, its controlling Shareholders, or its majority shareholders who are
present at the GMS.
e. If the quorum of attendance at the second GMS is not achieved, a third GMS may be convened, and it will
be valid if the GMS is attended by independent shareholders and shareholders who are not affiliated with
the Company, its Directors, its Board of Commissioners, its controlling Shareholders, or its majority
Shareholders, with a quorum determined by the Financial Services Authority upon approval of the
Company’s request.
f. The third GMS decision will be valid if approved by independent shareholders and shareholders who are not
affiliated with the Company, its Directors, its Board of Commissioners, its controlling shareholders, or its
majority shareholders, representing more than 50% (fifty percent) of the shares held by such independent
shareholders and unaffiliated shareholders present at the GMS.
Shareholders eligible to Attend:
In accordance with the provisions of POJK No. 15/2020, shareholders entitled to attend the GMS are those whose
names are registered in the Company’s Shareholders Register 1 (one) Working Days before the EGMS invitation is
issued.
12
Page 13
Key Dates and Estimated Timeline:
Referring to the provisions in POJK No. 15/2020, Shareholders who are entitled to attend the EGMS are
Shareholders whose names are registered in the Company's DPS 1 (one) Working Day before the invitation to the
EGMS.
Notification of EGMS Plan to OJK : 11 October 2024
Notification of EGMS Plan to Company Shareholders through IDX : 18 October 2024
website, eASY.KSEI website, and Company website
Notification of Disclosure of Information regarding PMTHMETD : 18 October 2024
through IDX website and Company website
Submission of Disclosure to OJK : 22 October 2024
Recording Date of EGMS : 01 November 2024
EGMS Invitation : 04 November 2024
Additional Information : 20 November 2024
EGMS Date : 26 November 2024
Notification of summary of EGMS resolutions to Company : 28 November 2024
Shareholders through IDX website, eASY.KSEI website, and Company
website
Submission of EGMS resolutions to OJK and IDX : 28 November 2024
_______________________ ADDITIONAL INFORMATION
To obtain further information on the above matters, Shareholders may contact the Company on Working Days and
hours through the address and contact below:
PT GOLDEN EAGLE ENERGY Tbk.,
U.P.: Corporate Secretary
Head Office:
The Suites Tower Floor 17 Jl. Boulevard
Pantai Indah Kapuk No. 1 Kav OFS, North
Jakarta, 14470
Tel. (+62 21) 2251 1055
Website: https://www.go-eagle.co.id
Email: corsec@go-eagle.co.id
Jakarta, November 20, 2024
PT Golden Eagle Energy Tbk
Regards,
Board of Directors of PT Golden Eagle Energy Tbk
13
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PT The Green Pub
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PT Setiamandiri Mitratama. This
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PT Setiamandiri Mitratama
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PT Eatertainment International. This
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Minister of Law and Human Rights
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PT Geo Energy Investama
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Imelda & Rekan
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