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AMENDMENT AND/OR ADDITIONAL INFORMATION ON INFORMATION
DISCLOSURE
CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS IN ORDER TO IMPROVE THE
COMPANY'S FINANCIAL POSITION
AS REFERRED TO IN FINANCIAL SERVICES AUTHORITY REGULATION NUMBER
14/POJK.04/2019
AMENDMENT AND/OR ADDITIONAL INFORMATION TO THIS INFORMATION
DISCLOSURE IS MADE AND INTENDED IN ORDER TO COMPLY WITH THE
FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO. IX. 14/POJK.04/2019
REGARDING THE AMENDMENT TO THE REGULATION OF THE FINANCIAL
SERVICES AUTHORITY NUMBER 32/POJK.04/2015 REGARDING CAPITAL
INCREASE OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS (“POJK 14/2019”).
THE INFORMATION CONTAINED IN THE AMENDMENT AND/OR SUPPLEMENT TO
THE INFORMATION DISCLOSED TO SHAREHOLDERS REGARDING THE PLAN TO
INCREASE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS (“CAPITAL INCREASE”)
(“INFORMATION DISCLOSURE”) IS IMPORTANT TO BE CONSIDERED BY THE
SHAREHOLDERS OF PT LOGINDO SAMUDRAMAKMUR TBK (“COMPANY”) TO
MAKE DECISIONS IN CONNECTION WITH THE CAPITAL INCREASE PLAN.
IF YOU HAVE DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED
IN THE AMENDMENT AND/OR SUPPLEMENT TO 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.
THIS AMENDMENT AND/OR ADDITION TO INFORMATION RELEASED IN JAKARTA
ON NOVEMBER 12, 2024 AS AN AMENDMENT AND/OR ADDITION TO INFORMATION
RELEASED ON OCTOBER 8, 2024.
PT LOGINDO SAMUDRAMAKMUR TBK
(“PERSEROAN”)
Business Activities:
Water transportation and sea transportation supporting activities
Based in Central Jakarta, Indonesia
Head Office:
Graha Corner Stone, Jl. Rajawali Selatan II No. 1
Central Jakarta 10720 - Indonesia
Phone : +62 21 64713088
Website : www.logindo.co.id
Email : corporate@logindo.com
Branch Office:
Comp. Balikpapan Baru Blok G1 No. 7
Balikpapan 76114 - East Kalimantan
Phone : +62 542872090
Extraordinary General Meeting of Shareholders to resolve
Capital Increase without Pre-emptive Rights in order to Improve the Company's
Financial Position
will be held at the Company's Office. Graha Corner Stone, Jl. Rajawali Selatan II No. 1, Central
Jakarta on November 14, 2024.
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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 THE AMENDMENTS AND/OR ADDITIONS TO 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 SO AS TO CAUSE THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE UNTRUE AND/OR MISLEADING. ALL INFORMATION CONTAINED IN THE AMENDMENTS AND/OR ADDITIONS TO THIS INFORMATION DISCLOSURE IS ONLY A PROPOSAL, WHICH IS SUBJECT TO THE APPROVAL OF THE RUPSLB IN THE CONTEXT OF CAPITAL INCREASE. AMENDMENT AND/OR ADDITIONAL INFORMATION ON THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE CONSIDERED BY THE SHAREHOLDERS OF PT LOGINDO SAMUDRAMAKMUR TBK (“THE COMPANY”) TO MAKE DECISIONS IN THE COMPANY'S RUPSLB IN CONNECTION WITH THE CAPITAL INCREASE. THE DISCLOSURE OF THIS INFORMATION HAS BEEN PUBLISHED ON THE WEBSITE OF THE INDONESIA EFFECTS BUREAU AND THE PERSEROAN WEBSITE ON November 12, 2024.
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DEFINITIONS AND ABBREVIATIONS
Master Facility Agreement : Senior Secured Credit Consolidated Amended and Restated
Master Facility Agreement dated 24 April 2024.
DBS : DBS Bank Limited.
DES : (Debt Equity Swap - conversion of debt into new shares in
the Company).
JTS : PT Jalan Terang Samudra, a legal entity established under
the laws of Indonesia on July 26, 2024, and located at Office
Cityloft Sudirman Unit 10-17, Jl. K.H. Mas Mansyur No. 121,
Kelurahan Karet Tengsin, Kecamatan Tanah Abang, Kota
Administrasi Jakarta Pusat, DKI Jakarta Province.
KI PMTHMETD : Information Disclosure of PMTHMETD.
Laporan Keuangan : The Company's Financial Statements ended June 30, 2024
which have been audited by Public Accounting Firm
Purwantono, Sungkoro & Surja based on report No.
02184/2.1032/AU.1/06/1814-3/1/IX/2024 dated September
27, 2024 which was declared fair in all material respects and
signed by Daniel, CPA.
MAS : Monetary Authority of Singapore.
Menkumham : Minister of Law and Human Rights of the Republic of
Indonesia.
OCA : Oakshire Capital Advisors Pte Ltd, an entity incorporated
under the laws of Singapore on March 31, 2003, and having
an address at 10 Anson Road, #31-10 International Plaza,
Singapore 079903.
OCP IV : OCP Asia Fund IV (SF 1) Pte. Limited, a legal entity
incorporated under the laws of Singapore with number
201938481M on November 13, 2019, and having its registered
address at 350 Orchard Road, #21-08/10, Shaw House,
Singapore 238868.
OCP V : OCP Asia Fund V (SF 1) Pte. Limited, an entity incorporated
under the laws of Singapore with number 202224019H on
July 12, 2022, and having an address at 350 Orchard Road,
#21-08/10, Shaw House, Singapore 238868.
OJK : Financial Services Authority.
Peraturan No. I-A : Decree of the Board of Directors of PT Bursa Efek Indonesia
No. Kep-00101/BEI/12-2021 Regarding Amendments to
Regulation Number I-A concerning the Listing of Shares and
Equity Securities Other Than Shares Issued by Listed
Companie
Perpres 13/2018 : Presidential Regulation No. 13/2018 on the Implementation
of the Principle of Recognizing Beneficial Owners of
Corporations in the Framework of Prevention and Eradication
of Money Laundering and Terrorism Financing Crimes.
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Permenkumham 15/2018 : Minister of Law and Human Rights Regulation No. 15 of 2019
concerning Procedures for Implementing the Principle of
Recognizing Beneficial Owners of Corporations..
PMTHMETD : Capital Increase without Pre-emptive Rights.
POJK 9/2018 : Financial Services Authority Regulation No. 9/POJK.04/2018
on the Takeover of Public Companies.
POJK 14/2019 : Financial Services Authority Regulation No.
14/POJK.04/2019 regarding Amendments to Financial
Services Authority Regulation No. 32/POJK.04/2015
regarding Capital Increase of Public Companies with Pre-
emptive Rights.
POJK 15/2020 : Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and Implementation
of General Meeting of Shareholders of Public Companies.
POJK 17/2020 : Financial Services Authority Regulation No.
17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities.
POJK 3/2021 : Financial Services Authority Regulation No. 3/POJK.04/2021
concerning the Implementation of Activities in the Capital
Market Sector.
RUPS : General Meeting of Shareholders.
RUPSLB : Extraordinary General Meeting of Shareholders.
Serica : Serica Agency Limited, an entity incorporated under the laws
of Singapore with number 202300719M on October 14,
2020, and having its registered address at 20 Cecil Street,
#06-10 PLUS, Singapore 049705.
UOB : United Overseas Bank Limited.
USD : United States Dollar, the legal currency of the United States.
UUPT : Law No. 40 Year 2007 on Limited Liability Companies as
amended and simplified most recently by Law No. 6 Year 2023
on the Stipulation of Government Regulation in Lieu of Law
No. 2 Year 2022 on Job Creation into Law.
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GENERAL
A. History of the Company
PT Logindo Samudramakmur Tbk (the “Company”) was established pursuant to Deed No. 55
dated August 23, 1995, made before Nurul Hidajati Handoko, S.H., Notary in Jakarta, as amended
by Deed No. 32 dated March 19, 1998, made before Nurul Hidajati Handoko, S.H., Notary in
Jakarta (“Deed of Establishment”), which Deed of Establishment has been (i) approved by the
Minister of Law and Human Rights under No. C2-4739 HT.01.01. .01.Th.98 dated May 5, 1998,
(ii) registered in the Company Register under No. 09.05.1.50.31975 dated November 11, 2015, (iii)
registered under Company Register No. 2555/BH.09.05/XII/2000 dated December 4, 2000, and
(iv) announced in the State Gazette of the Republic of Indonesia (BNRI) under No. 97 dated
December 5, 2006, supplement No. 12743.
The Company's Articles of Association have been amended several times, most recently amended
by Deed No. IX. 13 dated September 23, 2021, made before Notary Sri Hidianingsih Adi Sugijanto,
SH, Notary in Jakarta which in essence (i) approved and decided to adjust the Company's line of
business with the Indonesian Standard Industrial Classification 2020 (KBLI 2020) and (ii)
amend and/or adjust the Company's articles of association with the new regulations issued by
OJK, in particular POJK 15/2020 and/or other related regulations and/or stipulated and/or
required by the competent authority, such deed has (i) obtained approval from the Minister of
Law and Human Rights based on Decree No. AHU-0055118.AH.01.02.TAHUN 2021 dated
October 7, 2021, and (ii) received and recorded by the Minister of Law and Human Rights based
on the Letter of Acceptance of Notification of Amendment to the Company's Articles of
Association. .02.TAHUN 2021 dated October 7, 2021, and (ii) received and recorded by the
Minister of Law and Human Rights based on Letter of Acceptance of Notification of Amendment
to the Company's Articles of Association No. AHU-AH.01.03-0457717 dated October 7, 2021, (iii)
registered in the Company's register No. AHU-0173131.AH.01.11 dated October 7, 2021, and (iv)
announced in the State Gazette of the Republic of Indonesia (BNRI) under No. 12 dated February
11, 2022, supplement No. 5738.
B. Business Activities of the Company
The purpose and objective of the Company is to engage in Water Transportation and Sea
Transportation Supporting Activities. To achieve these purposes and objectives, the Company
may carry out businesses in the field of water transportation and sea transportation supporting
activities with KBLI No. as follows (i) KBLI No. 50131 - Domestic Sea Transportation for General
Goods, (ii) KBLI No. 50133 - Domestic Sea Transportation for Special Goods, (iii) KBLI No. 50142
- Overseas Sea Transportation for Special Goods, (iv) KBLI No. 50222 - River and Lake
Transportation for Special Goods, (v) KBLI No. 50222 - Domestic Sea Transportation for Special
Goods, (v) KBLI No. 50142 - Overseas Sea Transportation of Special Goods, (iv) KBLI No. 50222
- River and Lake Transportation of Special Goods, (v) KBLI No. 50223 - River and Lake
Transportation of Dangerous Goods, (vi) KBLI No. 52225 - Ship Management Activities, and (vii)
KBLI No. 52297 - Ship Agency Services / Shipping Agency of Shipping Companies.
The Company's business activities that are carried out are Domestic Sea Transportation service
providers for Special Goods, including various offshore support vessels to support the oil & gas
industry, including crew boats, diving support vessels, platform support vessels, utility supply
vessels, anchor handling tug, anchor handling tug and supply, hopper barges and accommodation
work barges.
C. Capital Structure and Shareholder Composition
The composition of the Company's shareholders based on the Shareholders Register dated
October 22, 2024 issued by PT Raya Saham Registra as the Company's securities administration
bureau, is as follows:
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Jumlah Nilai
Jumlah
Nominal
%
(Rp 25 per
Saham
Saham)
Modal Dasar 7.200.000.000 180.000.000.000
Modal Ditempatkan dan Disetor
Penuh:
1. Pacific Offshore Pte. Ltd * 1.313.058.200 32.826.455.000 32,42
2. Eddy Kurniawan Logam 285.724.300 7.143.107.500 7,06
3. Manoj Pitamber 245.931.756 6.148.293.900 6,07
4. Pinky NK 209.931.000 5.248.275.000 5,18
5. Merna Logam 95.245.100 2.381.127.500 2,35
6. Ragil Marzuki Sumarno 2.000.000 50.000.000 0,05
7. Masyarakat 1.897.725.972 47.443.149.300 46,86
Jumlah Modal Ditempatkan dan
4.049.616.328 101.240.408.200 100
Disetor Penuh
Saham Dalam Portepel 3.150.383.672 78.759.591.800
* 18,039,200 shares owned by Pacific Offshore Pte Ltd are registered in the name of UOB Kay
Hian Pte Ltd.
As of the date of this Disclosure of Information, there is no treasury stock in the Company's
PMTHMETD plan.
The name of the beneficial owner of the Company that has been reported to the authorized agency
in accordance with Presidential Regulation No. 13/2018 Article 4 paragraph 1 letters e and f and
Permenkumham No. 15/2019, as well as the name of the Controller of the Company in accordance
with Article 85 POJK Number 3/POJK.04/2021 jo. Article 1 point 4 letter b POJK Number
9/POJK.04/2018 is Eddy Kurniawan Logam.
The form of control and criteria in PR 13/2018 article 4 paragraph 1 letters e and f which underlie
Eddy Kurniawan Logam being appointed as the beneficial owner of the Company are:
e. Having the authority or power to influence or control a limited liability company without having
to obtain authorization from any party.
f. Receiving benefits from the limited liability company
Eddy Kurniawan Logam is the founder of the company with over 29 years of experience and
currently serves as President Director. This position gives him great influence in strategic and
operational decisions. In addition, shareholdings by several individuals in the Logam family,
totalling 13.46%, will form a voting bloc creating combined power in shareholder meetings. The
Logam family in this case appointed Eddy Kurniawan Logam as the representative in running the
Company in accordance with the joint control letter dated October 22, 2024 signed by Eddy
Kurniawan Logam, Merna Logam, Maureen Elysia Logam, Rudy Kurniawan Logam, and Suhanna
Logam.
D. Summary of Financial Statements
The following is a summary of key financial data based on the Financial Statements audited by
Public Accounting Firm Purwantono, Sungkoro & Surja based on report No.
02184/2.1032/AU.1/06/1814-3/1/IX/2024 dated September 27, 2024 which was declared fair in
all material respects and signed by Daniel, CPA.
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30 Juni 2024
Neraca
(Dalam Dolar AS)
Asset
Current Asset 28.632.430
Nin-Current Asset 97.519.351
Total Asset 126.151.781
Liabilities
Current Liabilities 31.655.075
Non-Current Liabilities 70.945.294
Total Liabilities 102.600.369
Equity
Total Equity 23.551.412
Total Liabilities and Equity 126.151.781
30 Juni 2024
PROFIT/LOSS
(Dalam Dolar AS)
Revenue 22.011.977
Cost of revenue (14.822.711)
Gross profit 7.189.266
General and administrative expenses (2.798.754)
Other operating income 63.825
Other operating expenses (381.713)
Operating income 4.072.624
Finance income 106.433
Finance costs (4.158.754)
Profit/(loss) before final and income taxes 20.303
Final tax expense (238.778)
Income tax expense -
Loss for the period (218.475)
Other comprehensive income-net after tax (50.516)
Total comprehensive loss for the period (268.991)
Cashflow 30 Juni 2024
(Dalam Dolar AS)
CASH FLOW FROM OPERATING ACTIVITIES
Cash received from customers 19.842.446
Cash payments to suppliers (6.485.580)
Payments to employees (3.726.911)
Payments of corporate income tax and other taxes 24.063
Interest income received 106.433
Net cash flows provided by operating activities 9.760.451
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets (1.501.277)
Refund of security deposit 31.598
Proceeds from sale of property and equipment 13.920
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Net cash flows provided by investing activities (1.455.759)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of long-term loan (6.600.000)
repayment of long-term bank loans -
Payment of lease liabilities (877.025)
Placement of other financial assets (4.274.911)
Net cash flows provided by financing activities (11.751.936)
Effect of changes in currency exchange rates on cash and cash equivalents (28.696)
(DECREASE) NET INCREASE IN CASH AND CASH EQUIVALENTS (3.475.940)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 11.094.812
CASH AND CASH EQUIVALENTS AT END OF CURRENT PERIOD 7.618.872
Liquidity and Solvency Ratios
Rasio Lancar (Current Ratio) 90,45%
Debt to Equity Ratio 435,64%
Debt to Asset Ratio 81,33%
E. Composition of the Board of Commissioners and Directors
Based on the Deed of Minutes of the General Meeting of Shareholders No. 54 dated September
18, 2024, made before Mala Mukti, S.H., LL.M Notary in Jakarta, the latest composition of the
Board of Commissioners and Directors of the Company is as follows:
Board of Commissioners
President Commissioner : Pang Yoke Min
Commissioner : Merna Logam
Independent Commissioner : Estherina Arianti Djaja
Board of Directors
President Director : Eddy Kurniawan Logam
Vice President Director : James Pang Wei Kuan
Director : Ragil Marzuki Sumarno
Director : Mounir Klinkhamer
Independent Director : Meyrick Alda Sumantri
The Company received a letter of resignation from the Company's Independent Commissioner,
Ms. Estherina Arianti, on October 29, 2024. Based on Article 27 jo. Article 8 paragraph (3) POJK
33/2014, the Company must hold a GMS to decide on the resignation of a member of the Board
of Commissioners no later than 90 (ninety) days after the receipt of the resignation request.
The Company is committed to complying with the provisions of Article 20 paragraph (3) POJK
33/2014 and Article 5 POJK 55/2015, and therefore, the Company will hold a GMS to accept the
resignation request and appoint an Independent Commissioner at the EGMS to be held on
November 14, 2024.
The Company has also uploaded the profile of the candidate for Independent Commissioner who
will be appointed at the EGMS on November 14, 2024, on the Company's Website as a fulfilment
of the provisions of POJK 15/2020 article 18 paragraph (4).
Until the issuance of this Disclosure of Information, the Company and all members of the Board
of Directors and Board of Commissioners of the Company are not parties to any material case
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both inside and outside the Court that may negatively affect the continuity of the Company's
business and the PMTHMETD plan or the plan to use the proceeds from the PMTHMETD.
INFORMATION REGARDING CAPITAL INCREASE WITHOUT HMETD
A. Information Relating to PMTHMETD
The issuance of new shares by the Company in the PMTHMETD plan is carried out in order to
improve the Company's financial condition as referred to in Article 8B letter b POJK 14/2019,
because the Company's current financial condition meets the conditions of a public company that
has negative net working capital and has liabilities exceeding 80% (eighty percent) of the assets
of the public company at the time of the EGMS approving the PMTHMETD.
Based on the Financial Statements, the Company's net working capital is negative USD 3,022,645,
with the Company's total liabilities amounting to USD 102,600,369, while the Company's total
assets amount to USD 126,151,781, so that the percentage of the Company's total liabilities to the
Company's assets is 81.33% (eighty-one point thirty-three percent), where the percentage of total
liabilities exceeds 80% (eighty percent) of total assets as required in POJK 14/2019.
In connection with the PMTHMETD plan and the plan to use the proceeds from the PMTHMETD,
the Company (i) does not require approval from third parties based on agreements in which the
Company is a party, and (ii) has not received any objection from any party. However, the Company
still needs to obtain approval from the EGMS and approval from or notification to MOLHR as
required under the Company Law and the Company's Articles of Association.
The number of shares to be issued in the PMTHMETD plan is 1,750,000,000 shares (one billion
seven hundred fifty million shares), each with a nominal value of Rp 25 (twenty five Rupiah),
which represents a maximum of 30.17% (thirty point seventeen percent) of the total issued and
fully paid shares in the Company after the implementation of PMTHMETD.
In the implementation of PMTHMETD by the Company, the Company has never implemented
PMTHMETD in the context of improving the previous financial position so that there are no
objectives other than improving the financial position that has not been completed (still running
or outstanding) as stipulated in Article 8C paragraph (3) and paragraph (4) POJK Number
14/POJK.04/2019 (“POJK 14/2019”).
B. Proposed Use of Funds from the Rights Issue
In connection with this PMTHMETD, the Company has received benefits in the form of money in
the form of loans in the past, and currently the Company plans to repay part of its debt through
DES.
C. History of Debt to be Converted into Shares
The Company's debt agreements with UOB and DBS are as follows:
A. UOB Credit Facility:
1. Facility agreement dated July 11, 2011 made between the Company, Pacific Radiance
Ltd. (“Pacific”) and UOB, as amended and supplemented by a variation agreement
dated December 8, 2011 and as amended and supplemented by a variation agreement
II dated July 15, 2016 and as supplemented by an additional letter of variation
agreement II dated August 29, 2016 and further amended and supplemented by an
additional agreement dated March 23, 2020;
2. Facility agreement dated December 8, 2011 made between the Company, Pacific and
UOB, as amended and supplemented by a variation agreement dated July 15, 2016 and
further supplemented by an additional letter of variation agreement dated August 29,
2016 and further amended and supplemented by an additional agreement dated
March 23, 2020;
3. Facility agreement dated November 29, 2012 made between the Company and UOB,
as amended and supplemented by a variation agreement dated July 15, 2016 and
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further supplemented by an additional letter of variation dated August 29, 2016 and
further amended and supplemented by an additional agreement dated March 23,
2020;
4. Facility agreement dated June 21, 2013 made between the Company and UOB, as
amended and supplemented by a variation agreement dated July 15, 2016 and further
amended and supplemented by a supplemental letter dated March 23,
2020;Perjanjian fasilitas tanggal 21 Juni 2013 yang dibuat antara Perseroan dan UOB,
sebagaimana telah diubah dan ditambah dengan perjanjian variasi tanggal 15 Juli
2016 dan sebagaimana telah ditambahkan lebih lanjut dengan surat tambahan atas
perjanjian variasi tersebut di atas tertanggal 29 Agustus 2016 dan selanjutnya diubah
dan ditambah dengan tambahan perjanjian tertanggal 23 Maret 2020;
5. Facility agreement dated July 1, 2013 made between the Company and UOB, as
amended and supplemented by a variation agreement dated July 15, 2016 and as
further supplemented by an additional letter of variation dated August 29, 2016 and
further amended and supplemented by an additional agreement dated March 23,
2020;
6. Facility agreement dated September 24, 2013 and entered into between the Company
and UOB, as amended and supplemented by a variation agreement dated July 15, 2016
and as further supplemented by an additional letter of variation dated August 29, 2016
and as further amended and supplemented by an additional agreement dated March
23, 2020;
7. Facility agreement dated March 24, 2014 made between the Company and UOB, as
amended and supplemented by a variation agreement dated July 15, 2016 and further
supplemented by an additional letter of variation dated August 29, 2016 and further
amended and supplemented by additional agreement dated March 23, 2020; and
8. Offer letter dated September 2, 2014 and issued by UOB to the Company as amended
and supplemented by an additional agreement dated March 23, 2020.
B. DBS Credit Facility:
1. Facility agreement dated October 23, 2012 entered into between the Company and
DBS, as amended and supplemented by a variation agreement dated March 3, 2014,
as amended and supplemented by a variation agreement II dated October 4, 2016
and as supplemented by an additional letter of variation agreement II dated October
4, 2016 and as further amended and supplemented by an additional agreement dated
March 23, 2020;
2. Facility agreement dated December 27, 2013 made between the Company and DBS,
as amended and supplemented by variation agreement dated October 4, 2016 and as
further amended and supplemented by supplemental agreement dated March 23,
2020; and
3. Facility agreement dated May 9, 2014 made between the Company and DBS, as
amended and supplemented by a variation agreement dated October 4, 2016 and as
further amended and supplemented by a supplemental letter to the said variation
agreement dated October 4, 2016 and as further amended and supplemented by a
supplemental agreement dated March 23, 2020.
As of April 24, 2024, the amount owed by the company to:
(i) UOB amounted to USD 69,211,761;
(ii) DBS in the amount of USD 26,027,374.
On April 24, 2024, the Company together with OCP IV and OCP V as Lenders and Serica as Agent
and Security Agent signed the Master Facility Agreement. The total balance of the Company's debt
as of April 24, 2024 to UOB and DBS which was transferred to OCP IV and OCP V upon the signing
of the Master Facility Agreement was USD 95,239,135. The transfer of the Company's debt from
UOB and DBS to OCP IV and OCP V has been recorded and included in the Financial Statements
audited by Public Accounting Firm Purwantono, Sungkoro & Surja based on report No.
02184/2.1032/AU.1/06/1814-3/1/IX/2024 dated September 27, 2024 which was declared fair in
all material respects and signed by Daniel, CPA.
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The use of funds from each facility in the Master Facility Agreement is to repay the Company's
debt to UOB and DBS. The Company's existing debt to UOB and DBS arises from the purchase of
the Company's vessels.
Furthermore, on (i) August 14, 2024, the Company received transfer certificates from OCP IV,
OCP V and OCA, which basically stated that part of OCP IV's bill amounting to USD 5,704,337.30
and part of OCP V's bill amounting to USD 9,667. 091.70 against the Company based on the
Master Facility Agreement, has been transferred to OCA, and (ii) August 19, 2024, the Company
received back the transfer certificate from OCA and JTS which basically stated that all OCA bills
amounting to USD 15,371,429 against the Company, had been transferred to JTS.
The debt to be converted into shares is a portion of the total principal amount of facility C under
the Master Facility Agreement.
The main components of the Master Facility Agreement are as follows:
No. Component Description
1. Time Period Facility A : (i) (i) 24 months from
April 24, 2024; and
(ii) (ii) (if there is a credit
extension), 36
months from April
24, 2024.
Facility B : (i) (i) 24 months from
April 24, 2024; and
(ii) (ii) (if there is an
extension of credit),
48 months from April
24, 2024.
Facility C : 48 months from April 24,
2024.
2. DES Provision Convertible Facility
All or part of Facility C under the Master Facility
Agreement.
Conversion Date
No later than November 30, 2024.
Conversion Mechanism
Conversion is carried out in accordance with the
prevailing laws and regulations in Indonesia.
3. Guarantee All guarantees provided by the Company to UOB
and DBS as previous creditors in this case in the
form of all vessels owned by the Company, also
apply as collateral under the Master Facility
Agreement.
4. Provisions for Creditors can transfer their collection rights to
Transfer of other parties by fulfilling the requirements in the
Collection Rights Master Facility Agreement.
The current balance of the Company's debt after the transfer is as follows:
Kreditur Facility A Facility B Facility C
USD USD USD
OCP IV 17.070.600 3.785.220 8.783.085,70
OCP V 28.929.400 6.414.780 14.884.620,30
JTS - - 15.371.429
Total 46.000.000 10.200.000 39.039.135
Facility
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Total
95.239.135
Facility
USD
After the PMTHMETD, the Company's debt balance is USD 75,239,135. All proceeds from the
PMTHEMTD will be used to pay off part of the debt, or convert debt into capital of the Company.
D. Reason and Purpose of Capital Increase Without Preemptive Rights
With the repayment of the Company's debt through the issuance of new shares in the Company
(DES), to be taken by OCP IV, OCP V and JTS, the Company's capital structure will improve and
can support the Company's development in the future. In particular, the implementation of
PMTHMETD provides a solution to pay the Company's obligations and can improve the
Company's liquidity condition. In addition to this, the Company will also receive positive
impacts in the form of improvements;
1. The Company's capital structure which increased from USD 23,551,412 to USD
43,551,412.
2. The Company's net working capital became positive USD 16,977,355 from previously
negative USD 3,022,645
3. The Company's current ratio will improve from 0.90 x (zero point nine times) to 2.45 x
(two point forty-five times). This improvement is due to the decrease in the Company's
current liabilities.
4. The Company's capital to debt ratio (total equity to total liabilities) will increase from
0.23 x (zero point twenty-three times) to 0.53 x (zero point fifty-three times). This
improvement is due to the decrease in the Company's short-term liabilities and the
increase in the Company's equity.
Since the Company's current financial condition meets the condition of a public company that has
negative working capital and liabilities exceeding 80% (eighty percent) of the Company's assets,
the Company plans to conduct PMTHMETD by converting debt into shares in accordance with
POJK 14/2019 in Article 3 letter a, namely in the context of Improving Financial Position with
due observance of Article 8B letter b as follows:
Article 8B letter b POJK 14/2019
“A Public Company other than a bank that has negative net working capital and has liabilities
exceeding 80% (eighty percent) of the assets of the Public Company at the time of the GMS
approving the capital increase; or”
Based on POJK 17/2020, it is explained in Article 33 letter c, namely:
Article 33 letter c POJK 17/2020
In the event of a Material Transaction:
c. Is a capital increase as referred to in the Financial Services Authority Regulation regarding
the capital increase of a Public Company, the Public Company is only required to fulfill the
provisions of the Financial Services Authority Regulation regarding the capital increase of a
public company by providing pre-emptive rights; and
Based on the above description and in accordance with the provisions in POJK 14/2019 and POJK
17/2020, to be able to conduct this PMTHMETD, the Company must obtain prior shareholder
approval. The Company will hold an EGMS on November 14, 2024 and therefore, the Company
submits the information as stated in the Information Disclosure with the aim that the Company's
shareholders obtain and know the complete information regarding the PMTHMETD plan and are
pleased to approve the PMTHMETD plan at the EGMS.
The Company has received a confirmation letter from Serica (as the Intermediary Agent
representing OCP IV, OCP V and JTS) dated September 16, 2024 which essentially confirms the
partial payment of the Company's outstanding amount under the Master Facility Agreement
worth USD 20,000,000 by issuing new shares of the Company totaling 1,750,000,000 shares, to
be taken by OCP IV, OCP V, and JTS.
10
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E. Information on Parties Taking Part in the PMTHMETD
In connection with the disclosure in item C (History of Debt to be converted into Shares) and itme
D (Reason and Purpose of the Capital Increase without Preemptive Rights) in the section
Information regarding the PMTHMETD, OCP IV, OCP V, and JTS plan to participate in the new
shares to be issued by the Company in the context of this PMTHMETD.
Furthermore, the following is information related to OCP IV, OCP V, and JTS as the Parties
participating in the PMTHMETD:
1. JTS
A. History of JTS
JTS was established pursuant to Deed No. 491 dated July 26, 2024, made before
Nurlisa Uke Desy, S.H., M.Kn., Notary in Bogor Regency, which Deed of Establishment
has been (i) approved by the MOLHR with No. AHU-0056540.AH.01.01.TAHUN 2024
dated July 29, 2024, (ii) registered in the Company register No. AHU-
0056540.AH.01.01.TAHUN 2024 dated July 29, 2024, (iii) registered in the Company
register No. AHU-0056540.AH.01.01.TAHUN 2024 dated July 29, 2024..01.TAHUN
2024 dated July 29, 2024, (ii) registered in the Company's register No. AHU-
0056540.AH.01.01.TAHUN 2024 dated July 29, 2024, and (iii) announced in the State
Gazette of the Republic of Indonesia (BNRI) under No. 86 dated October 25, 2024,
supplement No.034005 (“Deed of Establishment”)
B. Composition of JTS Management
Based on the Deed of Establishment of JTS, the composition of the Board of Directors
and Board of Commissioners of JTS is as follows:
Commissioner : Roby Yohanes Nainggolan
Director : Julius Jurianto
The name of the beneficial owner of JTS that has been reported to the authorized agency
in accordance with Perpres 13/2018 and Permenkumham 15/2019, as well as the name
of the JTS Controller in accordance with Article 85 POJK Number 3/2021 jo. Article 1
point 4 POJK 9/2018 is Julius Jurianto and Roby Yohanes Nainggolan.
C. Capital Structure of JTS
Based on the Deed of Establishment of JTS, the capital structure and shareholder
composition of JTS are as follows:
Number of Total %
shares Nominal
Value
(RP100,000 per
share
Basic Capital 10.000 1.000.000
Issued and Fully Paid-up
Capital
1 PT Koloni Artha 1.500 150.000.000 60
Udaya 1.000 100.000.000 40
2 PT Tepian Nan
Cantik
Total Issued and Fully 2.500 250.000.000 100
Paid-up Capital
Shares in Portepel 7.500 750.000.000
D. Nature of Affiliation
11
Page 14
There is no affiliation between the Company and JTS, nor with the management of JTS.
The creditors deliberately formed JTS to become a shareholder of the Company in the
context of debt-to-equity swap.
2. OCP IV
A. Brief History of OCP IV
OCP Asia Fund IV (SF 1) Pte. Limited is a limited liability company incorporated under
the laws of Singapore in 2019 with a registered address at 350 Orchard Road, #21-
08/10, Shaw House, Singapore 238868. OCP Asia Fund IV (SF 1) Pte. Limited is a
private investment fund managed by OCP Asia (Singapore) Pte. Limited, a limited
liability company incorporated under the laws of Singapore licensed by MAS to provide
fund management services.
The company has extensive experience in investing in the real estate, resources,
consumer products and logistics/industrial sectors, although it does not focus on any
one sector. OCP Asia Fund IV may hold shares of companies in other countries and
does not require approval or notification to the Singapore authorities.
B. Composition of OCP IV Management
OCP Asia Fund IV (SF 1) Pte. Limited is a fund managed by OCP Asia (Singapore) Pte.
Limited as an investment manager licensed by MAS.
C. Nature of Affiliated Relationship
There is no affiliation between the Company and OCP IV, nor with the management of
OCP IV.
3. OCP V
A. Brief History of OCP V
OCP Asia Fund V (SF 1) Pte. Limited is a limited liability company incorporated under
the laws of Singapore in 2022 with registered address at 350 Orchard Road, #21-08/10,
Shaw House, Singapore 238868. OCP Asia Fund V (SF 1) Pte. Limited is a private
investment fund managed by OCP Asia (Singapore) Pte. Limited, a limited liability
company incorporated under the laws of Singapore licensed by MAS to provide fund
management services.
The company has extensive experience in investing in the real estate, resources,
consumer products and logistics/industrial sectors, although it does not focus on any
one sector. OCP Asia Fund V may hold shares of companies in other countries and does
not require approval or notification to the Singapore authorities.
B. Composition of the board of OCP V
OCP Asia Fund V (SF 1) Pte. Limited is a fund managed by OCP Asia (Singapore) Pte.
Limited as an investment manager licensed by MAS.
C. Nature of Affiliated Relationship
There is no affiliation between the Company and OCP V, nor with the management of
OCP V.
F. Estimated Period of PMTHMETD Implementation
The estimated important dates of implementation are as follows:
1 Notification of the plan and agenda of the EGMS to OJK 1 October 2024
2 Announcement of EGMS 8 October 2024
3 Announcement of KI PMTHMETD 8 October 2024
4 Submission of proof of EGM announcement 10 October 2024
12
Page 15
5 Shareholders who are entitled to attend the EGM (Rec. Date) 22 October 2024
6 EGM Invitation 23 October 2024
7 Submission of proof of EGM Invitation to OJK 25 October 2024
8 Implementation of EGM 14 November 2024
9 Announcement of Summary of EGMS Minutes 18 November 2024
Submission of proof of announcement of Summary of EGMS Minutes
10 20 November 2024
to OJK
11 20 November 2024
“Application for Listing of Additional Shares
(i) Announcement to the public and (ii) Notification to OJK, on the
12 21 November 2024
implementation of the Capital Increase without Pre-emptive Rights
Submission of information relating to the plan to issue additional
13 21 November 2024
shares to the IDX
Submission of proof of announcement of Pre-implementation of
14 25 November 2024
Capital Increase without Pre-emptive Rights to OJK
15 Payment of initial listing fee of additional shares to IDX 28 November 2024
16 29 November 2024
Implementation of Capital Increase without Pre-emptive Rights
(i) Announcement to the public and (ii) Notification to OJK and IDX,
17 03 December 2024
on the result of the Rights Issue Implementation.
Submission of proof of Announcement of the Results of the
18 Implementation of Capital Increase without Pre-emptive Rights to 05 December 2024
OJK
G. Use of Proceeds from PMTHMETD
In this PMTHMETD, the Company will convert a loan of USD 20,000,000 (twenty million United
States dollars) or Rp 325,500,000,000 (three hundred twenty-five billion five hundred million
rupiah) into equity of the Company in the amount of 1,750,000,000 (one billion seven hundred
fifty million) ordinary shares at a price of Rp 186 (one hundred eighty-six rupiah) per share.
13
Page 16
The debt to equity conversion as a result of PMTHMETD will be used as a source of repayment
of the Company's debt to its creditors.
H. Exercise Price of Share Issuance in the Context of PMTHMETD
The PMTHMETD to be implemented by the Company is in order to improve the Company's
Financial Position, therefore the implementation price is determined based on Item V.1.3
Appendix II of Regulation No. I-A that the determination of the implementation price is
determined based on the agreement of the parties, carried out in an arm's length transaction, does
not violate applicable laws, and is carried out without harming the Non-Controlling Shareholders
and Non-Principal Shareholders.
Based on the correspondence and mutual confirmation between the Company and Serica (as the
Intermediary Agent representing OCP IV, OCP V and JTS) on September 5, 2024 and September
16, 2024, the exercise price of 1,750,000,000 (one billion seven hundred fifty million) ordinary
shares to be issued in the PMTHMETD plan is Rp 186 (One Hundred Eighty Six Rupiah) per
share.
I. Management Discussion and Analysis of the Company's Financial Condition Related
to Restructuring by Converting Debt into Shares through PMTHMETDProforma
Konsolidasi Keuangan Perseroan Sebelum dan Sesudah PMTHMETD
The Company believes that the PMTHMETD plan will positively affect the Company's financial
condition. The Company's debt will decrease but will not burden the Company's cash flow.
The basis of management's consideration in the preparation of this pro forma consolidated
financial is by using the assumption that the PHTHMETD has been approved by the shareholders,
using an exchange rate assumption of USD 1 = Rp 15,500 and by using the Financial Statements
audited by Public Accounting Firm Purwantono, Sungkoro & Surja based on report No.
02184/2.1032/AU.1/06/1814-3/1/IX/2024 dated September 27, 2024 which was declared fair in
all material respects and signed by Daniel, CPA.
14
Page 17
The following is the proforma and explanation of the affected items:
For the items in the financial statements that are affected, the Company's current liabilities
decreased by USD 20,000,000 (twenty million United States dollars) and an increase in the
Company's equity of USD 20,000,000 (twenty million United States Dollars). The increase in the
Company's equity consists of an increase in Issued and Fully Paid-up Capital equal to the nominal
value of shares issued with the assumption of an exchange rate of USD 1 = Rp 15,500 and an
increase in Additional Paid-up Capital equal to the difference between the nominal value of shares
and the conversion value.
With the PMTHMETD plan, the Company's current ratio (total current assets compared to total
current liabilities) will increase from 0.90 x (zero point nine times) to 2.45 x (two point forty-five
times). This improvement is due to the decrease in the Company's current liabilities.
The Company's capital to debt ratio (total equity to total liabilities) will improve from 0.23 x (zero
point twenty three times) to 0.53 x (zero point fifty three times). This improvement is due to the
decrease in the Company's short-term liabilities and the increase in the Company's equity.
15
Page 18
On the other hand, the Company's net working capital also improved from negative USD 3,022,645
(three million twenty-two thousand six hundred forty-five US Dollars) to positive USD 16,977,355
(sixteen million nine hundred seventy-seven thousand three hundred fifty-five US Dollars).
By strengthening capital and decreasing liabilities, the debt to capital ratio will improve, thus the
Company will have the opportunity to obtain financing from banks and from other financing in
addition to increasing the value of the Company's Shareholders.
J. Explanation of the accounts that cause the financial position of the Public Listed
Company to experience the condition as referred to in Article 8B
As of June 30, 2024, the Company's total liabilities amounted to USD 102,600,369 and the
Company's total assets amounted to USD 126,151,781 or the Company has liabilities as much as
81.33% of its assets.
The Company's net working capital as of June 30, 2024 is negative USD 3,022,645.
K. Risk or Impact of PMTHMETD to the Company's Shareholders
The implementation of PMTHMETD by converting the Company's debt into shares will provide
the ability for the Company to continue its business activities which will ultimately provide value
for the Company's shareholders. Current conditions have shown positive growth in demand which
provides hope for the growth of the Company's business activities in the future.
Another risk or impact of the PMTHMETD plan is the potential dilution to the Company's current
shareholders. After the PMTHMETD is implemented, the ownership percentage of other
shareholders will decrease (dilution) by 30.17% (thirty point seventeen percent).
After PMTHMETD, OCP IV, OCP V and JTS will become new shareholders in the Company. Share
ownership by OCP IV and OCP V and JTS does not result in a change in control as referred to in
POJK 14/2019 Article 1 point 9.
L. Capital Structure & Share Ownership Before and After Capital Increase Without
Pre-emptive Rights
BEFORE THE CAPITAL INCREASE PLAN WITHOUT PRE-EMPTIVE AFTER THE CAPITAL INCREASE PLAN WITHOUT PRE-EMPTIVE
RIGHTS RIGHTS
Number Total Amount Number of Total amount
% %
Shares (Rupiah) Shares (Rupiah)
180,000,000,
Authorized Capital 7,200,000,000 180,000,000,000 7,200,000,000
000
Issued and Fully Paid-
up Capital:
1. Pacific
Offshore Pte. Ltd 1,313,058,200 32,826,455,000 32.42 1,313,058,200 32,826,455,000 22.64
*
2. Eddy
Kurniawan 285,724,300 7,143,107,500 7.06 285,724,300 7,143,107,500 4.93
Logam
3. Manoj
245,931,756 6,148,293,900 6.07 245,931,756 6,148,293,900 4.24
Pitamber
4. Pinky NK 209,931,000 5,248,275,000 5.18 209,931,000 5,248,275,000 3.62
5. Merna
95,245,100 2,381,127,500 2.35 95,245,100 2,381,127,500 1.64
Logam
6. Ragil
Marzuki 2,000,000 50,000,000 0.05 2,000,000 50,000,000 0.03
Sumarno
7. Masyarak
1,897,725,972 47,443,149,300 46.86 1,897,725,972 47,443,149,300 32.72
at
8. PT Jalan
1,345,000,000 33,625,000,000 23.19
Terang Samudra
16
Page 19
9. OCP Asia
Fund IV (SF1) 150,295,500 3,757,387,500 2.59
Pte Ltd
10. OCP
Asia Fund V 254,704,500 6,367,612,500 4.39
(SF1) Pte Ltd
Jumlah Modal
Ditempatkan 144,990,408,2
4,049,616,328 101,240,408,200 100 5,799,616,328 100
dan Disetor 00
Penuh
Saham Dalam 35,009,591,80
3,150,383,672 78,759,591,800 1,400,383,672
Portepel 0
* 18.039.200 lembar saham yang dimiliki oleh Pacific Offshore Pte Ltd tercatat atas nama UOB Kay
Hian Pte Ltd
GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders to approve the PMTHMETD plan, will be discussed in the agenda
of the EGMS (hereinafter referred to as the “Meeting”) of the Company which will be held in a hybrid
manner, namely with limited physical presence and via electronic using the eASY.KSEI application for
e Proxy, e-Voting and zoom viewing. The GMS will be held on:
Day/Date : Thursday, November 14th, 2024
Time : 10.00 - finish
Place (physical) : Company Office. Graha Corner Stone, Jl. Rajawali Selatan II No. 1
Central Jakarta
With the agenda for the Meeting are:
1. Approval to increase the Company's capital through the mechanism of Capital Increase
without Pre-emptive Rights (PMTHMETD) in order to improve the financial position of up
to 1,750,000,000 (one billion seven hundred fifty million) shares in connection with the
conversion of the Company's debt into shares, with due observance of the provisions of laws
and regulations applicable in the capital market.
2. Approval of the authorization with substitution rights to the President Director of the
Company to implement the increase in the Company's issued and paid-up capital, and
amend the provisions of Article 4 paragraph (2) of the Company's Articles of Association as
a result of the implementation of the Capital Increase without Pre-emptive Rights.
3. Changes in the composition of the Company's Board of Commissioners.
The change in the composition of the Board of Commissioners in this GMS agenda does not come from
JTS/OCP IV/OCP V and is an independent candidate. However, based on the Master Facility
Agreement, creditors are entitled to be represented by 1 director and 1 commissioner. The Company has
appointed a representative director from JTS/OCP IV/OCP V at the annual GMS on October 18, 2024.
Attendance Quorum and Resolutions of Agenda Items 1 and 2
a. In accordance with the Company's Articles of Association, Agenda 1 and 2 can be held if the
GMS is attended by shareholders representing at least 2/3 (two-thirds) or 66.6667% of the total
shares with valid voting rights. The resolutions of the GMS as referred to are valid if approved
by more than 2/3 (two-thirds) or 66.6667% of all shares with valid voting rights present at the
GMS;
b. Second GMS
In the event that the quorum as referred to in point a is not reached, the second GMS may be
held provided that the second GMS is valid and entitled to adopt resolutions if the GMS is
attended by shareholders representing at least 3/5 (three-fifths) or 60% of the total shares with
valid voting rights, the resolutions of the second GMS shall be valid if approved by more than
3/5 (three-fifths) or 60% of the total shares with voting rights present in the GMS; and
c. Third GMS
In the event that the attendance quorum at the second GMS b is not reached, the third GMS may
be held provided that the third GMS is valid and entitled to adopt resolutions if attended by
shareholders of shares with valid voting rights within the attendance quorum.
17
Page 20
ADDITIONAL INFORMATION
Shareholders who require additional information may contact the Company during business hours at
the address:
PT LOGINDO SAMUDRAMAKMUR Tbk
Graha Corner Stone, Jl. Rajawali Selatan II No. 1
Jakarta Pusat 10720 – Indonesia
Telepon : +62 21 64713088
Website : www.logindo.co.id
Email : corporate@logindo.com
18
Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×10
unresolved
person
K.H. Mas Mansyur
p.3
unresolved
person
Daniel
p.3 ×4
unresolved
org
Minister of Law and Human Rights
p.3 ×5
unresolved
org
Oakshire Capital Advisors Pte Ltd
p.3
unresolved
org
Pte. Limited
p.3 ×14
unresolved
org
Minister of Law and Human Rights Regulation
p.4
unresolved
org
Serica Agency Limited
p.4
unresolved
person
Nurul Hidajati Handoko
· Notaris
p.5 ×3
unresolved
person
Notary Sri Hidianingsih Adi Sugijanto
· Notaris
p.5
unresolved
org
PT Raya Saham Registra
p.5
unresolved
person
Mala Mukti
· Notaris
p.8
unresolved
org
Pacific Radiance Ltd.
p.9
unresolved
person
Nurlisa Uke Desy
· Notaris
p.13
unresolved
person
Roby Yohanes Nainggolan
· Commissioner
p.13
unresolved
person
Julius Jurianto
· Director
p.13
unresolved
org
PT Koloni Artha
p.13
unresolved
org
PT Tepian Nan Cantik Total Issued
p.13
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