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20241112_TOBA_Laporan Informasi dan Fakta Material_31766892_lamp1.pdf
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AMENDMENT AND/OR ADDITIONAL OF DISCLOSURE OF INFORMATION
TO THE SHAREHOLDERS OF
PT TBS ENERGI UTAMA TBK (“THE COMPANY”)
IN ORDER TO FULFILL FINANCIAL SERVICES AUTHORITY REGULATION
NO. 29/POJK.04/2023 DATED 29 DECEMBER 2023 REGARDING
THE BUYBACK OF SHARES ISSUED BY PUBLICLY-LISTED COMPANIES.
IF YOU EXPERIENCE DIFFICULTY IN UNDERSTANDING THE INFORMATION AS CONTAINED
HEREIN AMENDMENT AND/OR ADDITIONAL OF DISCLOSURE OF INFORMATION, YOU SHOULD
CONSULT WITH YOUR LEGAL COUNSEL, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR
OTHER PROFESSIONAL ADVISOR.
PT TBS ENERGI UTAMA TBK
(“THE COMPANY”)
Domiciled in South Jakarta
Business Activities:
Investments in coal mining and trading, oil palm plantations and are developing its business as an
independent power producer, as well as investments in renewable energy as well as wholesale and retail of
vehicles through its subsidiaries.
Head Office:
Treasury Tower Level 33, SCBD Lot.28, Jl. Jend. Sudirman Kav.52-53, Jakarta Selatan 12190, Indonesia
Telepon: (62-21) 5020 0353, Faksimili: (62-21) 5020 0352
Email : corsec@tbsenergi.com , Website: www.tbsenergi.com
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY,
EITHER INDIVIDUALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS
AND ACCURACY OF THE INFORMATION CONTAINED HEREIN AMENDMENT AND/OR
ADDITIONAL OF DISCLOSURE OF INFORMATION AND AFTER CONDUCTING CAREFUL
RESEARCH, AFFIRM THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE IS NO
MATERIAL INFORMATION THAT HAS BEEN UNSTATED THAT CAUSES THE INFORMATION IN
THIS AMENDMENT AND/OR ADDITIONAL OF DISCLOSURE OF INFORMATION TO BE UNTRUE
AND/OR MISLEADING.
This disclosure of Information is issued in
Jakarta on 12 November 2024
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TABLE OF CONTENTS
CHAPTER DESCRIPTION Page
I DEFINITIONS AND ABBREVIATIONS 3
II INTRODUCTION 6
III INFORMATION REGARDING THE COMPANY’S SHARES BUYBACK 6
IV GENERAL MEETING OF SHAREHOLDERS 10
V ADDITIONAL INFORMATION 11
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I. DEFINITIONS AND ABBREVIATIONS
Indonesia Stock Exchange : A stock exchange as defined in Article 1 number 4 of the Capital
Markets Law, in this case organized by PT Bursa Efek Indonesia,
domiciled in Jakarta, where the Shares are registered.
Business Day : Every day, except for Saturday, Sunday, or national holidays,
when commercial banks in Indonesia are open for business.
KSEI : Abbreviation for PT Kustodian Sentral Efek Indonesia, domiciled
in Jakarta, which is a Central Securities Depository in accordance
with the Capital Markets Law.
Company Consolidated : The interim consolidated financial report dated 30 June 2024 and
Financial Report for the six month period ending on that date along with the report
on the review of the interim financial information which has been
reviewed by the Purwantono, Sungkoro & Surja (E&Y) Public
Accounting Firm based on Report
No.00345/2.1032/JL.0/02/0685-1/1/VIII/2024 dated 30 August
2024.
Financial Services Authority : An independent institution with regulatory, supervisory, inspection
or OJK and investigative functions, duties and authorities as referreed to
in Article 1 number 1 of Law Number 21 of 2011 on Financial
Services Authority (“OJK Law”) in conjunction with the Decision
of the Constitutional Court of the Republic of Indonesia in Case
Number 25/PUU-XII/2014 which was read on 4 August 2015.
Shareholders : Parties that own interests over the Company’s Shares, whether in
the form of a clearing account letter or collective escrow account
that is stored and administered in the securities account of KSEI,
that is listed in the Company’s Shareholders Register that is
administered by the Shareholders Registrar PT Datindo
Entrycom.
Company : PT TBS Energi Utama Tbk, a public limited liability company
established and subject to the laws of the Republic of Indonesia,
domiciled in South Jakarta, and having its address at Treasury
Tower, Level 33 District 8, SCBD Lot 28, Jl. Jend. Sudirman Kav.
52-53, Jakarta 12190, Indonesia.
Estimated Shares Buyback : As of the date of this Amendment and or Additional of Disclosure
Funds of Information, the estimated amount of funds is
IDR425,491,511,044 (four hundred twenty five billion four
hundred ninety one million five hundred evelen thousand and
fourty four Rupiah) or equivalent of US$ 25,911,425 (twenty five
million nine hundred eleven thousand four hundred and twenty
five United States Dollars) assuming that USD1 (one United
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States Dollar) is equivalent to IDR16,421 (sixteen thousand four
hundred and twenty one Rupiah).
Shares Buyback : Buyback of the Company’s issued and listed shares in the IDX in
the amount of up to 816,782,697 (eight hundred and sixteen
million seven hundred and eighty two thousand six hundred and
ninety seven) shares or 10% (ten percent) of the total issued and
paid up capital of the Company, which will be conducted in
batches within 12 (twelve) months after the approval of the Shares
Buyback plan in the EGMS, or within a period of less than 12
(twelve) months if it is terminated by the Company with reference
to Article 9 POJK No.29/2023.
POJK No. 29/2023 : OJK Regulation No. 29/POJK.04/2023 dated 29 December 2023
regarding the Buyback of Shares Issued by Publicly-Listed
Companies.
EGMS : Extraordinary General Meeting of Shareholders.
The Proposed Material : Proposed transactions that will be undertaken by the Company:
Transaction (i) The sale of the entire shares held by the Company in PT
Gorontalo Listrik Perdana and assignment of the entire
receivables of the Company to GLP, to PT Kalibiru Sulawesi
Abadi; and
(ii) The sale of the sale of the entire shares held by PT Toba Bara
Energi, a company's subsidiary (as a subsidiary controlled by
the Company) in PT Minahasa Cahaya Lestari to KSA.
as announced by the Company through the Disclosure of
Information dated October 7, 2024 and the Amendment and/or
Additional Information on the Amendment and/or Additional
Information on the Disclosure of Material Transactions dated
November 12, 2024, concurrently with the Amendment and/or
Additional Information on this Disclosure Information.
Shares : All shares that have been issued and paid in full in the Company.
Capital Markets : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Law Markets, the Republic of Indonesia State Gazette No. 64 of 1995,
Supplement No. 3608, as amended with P2SK Law.
Company Law : Law No. 40 of 2007 dated 16 August 2007 regarding Limited
Liability Companies, the Republic of Indonesia State Gazette No.
106 of 2007, Supplement No. 4746, as amended by Government
Regulation in lieu of Law No. 2 of 2022 on Job Creation which
already stipulated to become Law based on Law No. 6 of 2023 on
the Determination of the Government Regulation in lieu of Law
No. 2 of 2022 on Job Creation to become Law.
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P2SK Law : Law No. 4 of 2023 regarding Financial Sector Development and
Reinforcement, which is published in the State Gazette No. 4 Year
2023, Supplement No. 6845.
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II. INTRODUCTION
The Company will convene an Extraordinary General Meeting of Shareholders ("EGMS") on Thursday, 14
November 2024, one of the agenda items of the EGMS is a propose for approval from the Company's
shareholders regarding the Company's Shares Buyback plan in accordance with the provisions of Company
Law, POJK No. 29/2023 as well as other statutory provisions.
Amendment and/or Additional of this Information Disclosure is made for the interest of the Company's
shareholders in order to obtain information and clear description regarding the Company's Shares Buyback
plan so that the Company's shareholders can make decisions regarding the Shares Buyback plan.
III. INFORMATION REGARDING THE COMPANY’S SHARES BUYBACK
A. ESTIMATED SCHEDULE OF THE COMPANY’S SHARES BUYBACK, ESTIMATED SHARES
BUYBACK COST, NOMINAL VALUE OF SHARES BUYBACK & SOURCE OF FUNDS
Shares Buyback will be conducted no later than 12 (twelve) months after the date of EGMS approving
such the Company’s Shares Buyback planned on November 14, 2024, as regulated under Article 9
POJK No. 29/2023.
The estimated number of Shares Buyback is in the amount 816,782,697 (eight hundred sixteen million
seven hundred eighty two thousand six hundred ninety seven) shares or represents 10% (ten percent)
of the fully issued and paid-up capital of the Company so that it is still within the limits as specified in
the applicable laws and regulations.
The cost to perform Shares Buyback will be from internal cash which has been allocated from the
proceed of the implementation of the Company’s Proposed Transactions and from internal cash which
will not significantly affect the Company's financial ability to fulfill its mature obligation. Assuming that
all Shares Buybacks are entirely purchased, the estimated amount of Buyback Funds is a maximum
of IDR425,491,511,044 (four hundred twenty five billion four hundred ninety one million five hundred
evelen thousand and fourty four Rupiah) or equivalent of AS$25,911,425 (twenty five million nine
hundred eleven thousand four hundred and twenty five United States Dollars) assuming that USD1
(one United States Dollar) is equivalent to IDR16,421 (sixteen thousand four hundred and twenty one
Rupiah). Such funds include transaction costs, brokerage fees and other fees in relation to the
Company's Shares Buyback transaction.
Estimated Shares Buyback Funds as aforementioned are calculated using the Company's share price
at the close of trading on 11 November 2024, which is Rp520 (five hundred and twenty Rupiah) per
share. In the event that there are differences between the Shares Buyback price and the Company's
share price used as a reference for calculating the Estimated Shares Buyback Funds disclosed in this
Amendment and/or Additional of Information Disclosure, then the funds set aside by the Company for
the Company's Shares Buyback will be adjusted according to the current Share price on the Indonesia
Stock Exchange to carry out the Buyback of Company Shares by referring to the provisions of Article
11 and/or Article 12 POJK No.29/2023 (as relevant).
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In the event that the number of shares bought by the Company through Shares Buyback have not
reached 816,782,697 (eight hundred and sixteen million seven hundred eighty two thousand six
hundred and ninety seven) shares or represent 10% (ten percent) of the Company’s issued and paid-
up capital (due to the difference in price between the reference price in this Amendment and/or
Additional of Information Disclosure and the current Share price on the Indonesia Stock Exchange),
however, the total funds required to carry out the Shares Buyback will exceed the Estimated Buyback
Funds, the Company will increase the Estimated Buyback Funds allocation in an appropriate amount
that can absorb the lackage so that the number of shares buyback reaching 816,782,697 (eight
hundred sixteen million seven hundred eighty two thousand six hundred ninety seven) shares or
representing 10% (ten percent) of the Company's issued and paid-up capital, by complying to the
provisions of Article 37 paragraph (1) Company Law and POJK No. 29/2023.
The source of funds used of Estimated Shares Buyback Funds does not stem from from public
offerings nor does it originate from loans and/or debt in any form.
B. EXPLANATION, CONSIDERATION AND REASON OF SHARE BUYBACK
Background
The Company’s management intends to obtain shareholder approval through the EGMS to approve
the Shares Buyback plan. In implementing this plan, management has considered the following
matters:
1. The Company's current share price does not reflect its Company’s true value and growth potential.
This Shares Buyback Plan aims to show the public that the Company has strong confidence and
trust in the Company's growth.
2. The Company's Shares Buyback Plan can provide flexibility for the Company in managing the
stability of the Company's share price so that it can reflect the Company's true value/performance.
3. By considering the implementation of the Shares Buyback plan and future developments in the
Company's performance, the Company can also encourage efficiency and effectiveness in relation
to facilitating the return of excess funds to its shareholders.
4. The Company's Shares Buyback Plan can have a positive impact on the Company's shareholders
in terms of profit per Company’s share.
The Plan to Transfer of Treasury Shares:
The transfer of Shares Buyback by the Company can be implemented within 3 (three) years after the
completion of the Shares Buyback where this period can be extended with approval in the provisions
of Article 16 of POJK No. 29/2023.
In accordance with Article 21 POJK No. 29/2023, the transfer of shares resulting from the Shares
Buyback will be carried out by the Company by:
1. sold both on the Indonesia Stock Exchange or outside the Indonesia Stock Exchange;
2. withdrawn by capital decrease;
3. implementation of share ownership programs by employees and/or directors and board of
commissioners of the Company;
4. implementation of payments/settlements for certain Company transactions;
5. implementation of conversion of equity securities issued by the Company (if any);
6. distribution of shares buyback to shareholders proportionally; and/or
7. other methods with approval from Otoritas Jasa Keuangan.
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C. ESTIMATION OF DECREASE OF THE COMPANY’S INCOME AND IMPACT OF FINANCING
The Company believes that there will be no material adverse impact resulting from the decrease of
income in relation to the implementation of Shares Buyback as the Company sufficient working capital
and cash flows to perform the Shares Buyback with the Company's business activities and there is no
material impact on the Company's financing costs as a result of implementing the Shares Buyback.
For share buyback purposes, the Company will use internal cash in the amount of Estimated Cost
Buyback or estimated at only 2.76% (two point seven six percent) of the Company's total assets which
based on the Company's Consolidated Financial Statements are recorded at US$938,695,280 (nine
hundred thirty-eight million six hundred ninety-five thousand two hundred and eighty United States
Dollars).
D. PROFORMA OF COMPANY’S EARNINGS PER SHARE AFTER THE SHARES BUYBACK
Based on the Company's Consolidated Financial Report, the Company's profit per share is US$0.0033
(zero point zero zero three three United States Dollars), and is estimated that after the Company's
Shares Buyback which calculate the Estimated Cost Buyback, will be as follows:
(in United States Dollars)
Description 30 June 2024
Before Impact After
Total Assets 938,695,280 (25,911,425) 912,783,855
Total Equity 454,524,961 (25,911,425) 428,613,536
Total Equity 354,248,821 (25,911,425) 328,337,396
Attributable to Owners
of the Parent Entity
Current Period Profit
Attributable to Owners 26,492,710 26,492,710
of the Parent Entity
Basic Net Profit per 0.0033 0.0033***
Share Attributable to
Owners of the Parent
Entity
Return on Asset 2.82% 2.90%
(ROA)*
Return on Equity 7.48% 8.07%
(ROE)**
Note: *) net income attributable to the owners of the Company compared to the total assets of the Company, **) net income
attributable to the owners of the Company compared to the total equity attributable to the owners of the Company, ***)The
impact is in the fifth number after the comma where there is an increase of 0.00001
Therefore based on the explanation above, the Company believes that the implementation of the
Company's Shares Buyback transaction will not have a material negative impact on the Company's
business activities.
E. LIMITATION ON SHARES BUYBACK PRICE
The Company will conduct the Shares Buyback with the price in accordance with the provisions as
regulated in POJK No. 29/2023, namely the price of the Shares Buyback will depend on the type of
transaction carried out by the Company in implementing the Shares Buyback. For the Shares Buyback
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conducted through the Indonesia Stock Exchange, then the transaction will performed by 1 (one)
Indonesia Stock Exchange Member and the offer price must be lower than or equal to the transaction
price that occurred previously. However, in the event that any part of the Shares Buyback transaction
is carried out outside the Indonesia Stock Exchange, the Company's Shares Buyback price will be the
highest at the average price of the closing price of daily trading on the Indonesia Stock Exchange for
the last 90 (ninety) days before date of Shares Buyback by the Company.
F. LIMITATION OF PERIOD OF SHARES BUYBACK
Shares Buyback period will be conducted within 12 (twelve) months after the date of EGMS approving
the Shares Buyback, from November 14, 2024 to November 14, 2025, according to Article 9 of the
POJK No. 29/2023.
The Company may terminate the Shares Buyback, at his own consideration, under the following
conditions:
(i) the target number of Shares Buyback by the Company has been entirely purchased;
(ii) the 12 (twelve) months period has been fulfilled; or
(iii) deemed necessary by the management of the Company.
In such a case as referred to in paragraph (iii) applies, the Company shall announce to the public on
the ceasing of the Shares Buyback to OJK, along with the reasoning and announce to to public on
such cease of Shares Buyback, at the latest 2 (two) Working Days after the decision regarding the
ceasing of Shares Buyback.
G. METHODS OF SHARES BUYBACK
The Company will perform Shares Buyback through both on the Indonesia Stock Exchange and
outside the Indonesia Stock Exchange according to the POJK No. 29/2023. For the Shares Buyback
conducted through the Indonesia Stock Exchange, therefore the Company will appoint 1 (one)
Indonesia Stock Exchange Member to perform the Shares Buyback through trading in the Indonesia
Stock Exchange to perform the share buyback through trading in the Indonesia Stock Exchange during
the Company’s Shares Buyback period.
H. MANAGEMENT ANALYSIS AND DISCUSSION IN RELATION TO SHARES BUYBACK
By using the assumption that the number of shares to be bought back by the Company is in the amount
of Shares Buyback is up to 816,782,697 shares and the shares buyback price will be in accordance
with the prevailing regulations. The implementation of Shares Buyback will not affect the business and
operations of the Company because the Company has sufficiently good working capital to perform its
business activities.
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IV. GENERAL MEETING OF SHAREHOLDERS
The EGMS related to the Shares Buyback will be held with the following details:
Implementation Date : 14 November 2024
Agenda : Approval of the Company's Shares Buyback.
Quorum of Attendance and : Pursuant to Article 38 juncto Article 88 of the Company Law:
Decisions
1. EGMS for the agenda of Shares Buyback can be
implemented if the EGMS is attended by Shareholders
representing at least 2/3 of the total shares with valid voting
rights, and decisions can only be approved by Shareholders
representing more than 2/3 of the total shares with voting
rights who attended the EGMS.
2. In the event of the first EGMS attendance quorum is not
achieved, then the second EGMS will be held under the
condition whereby the second EGMS is legitimate and
entitled to make a decision if the EGMS is attended or
represented by at least 3/5 of the total shares with voting
rights and the decisions are valid if approved by more than
1/2 of the total shares with voting rights attended at the
second EGMS.
3. If the attendance quorum at the second EGMS is not
achieved, then the third EGMS could be held under the
condition whereby the third EGMS is legitimate and entitled
to make decisions, if attended by shareholders of shares with
valid voting rights in the quorum and decision quorum set by
the OJK upon the request of the Company.
Below is the indicative timeline for the Company’s EGMS:
Notification of the EGMS agenda to OJK : 30 September 2024
Announcement of the plan to convene EGMS : 7 October 2024
EGMS Invitation : 23 October 2024
EGMS : 14 November 2024
Announcement of the summary of the minutes of EGMS : 18 November 2024
Submission of the minutes of EGMS : 16 December 2024
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V. ADDITIONAL INFORMATION
To obtain additional information, the Company's shareholders may contact the Company's Corporate
Secretary, on any day and working hours of the Company at the Company's head office at the following
address:
PT TBS Energi Utama Tbk
Treasury Tower Level 33, SCBD Lot.28,
Jl. Jend. Sudirman Kav.52-53, South Jakarta 12190, Indonesia
Email : corsec@tbsenergi.com
Thus, this Amendment and or Additional of Information Disclosure is made and addressed to the
Company's shareholders.
Jakarta, 12 November 2024
PT TBS Energi Utama Tbk
Board of Directors of the Company
11
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FINANCIAL SERVICES AUTHORITY
p.1 ×3
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Indonesia Stock Exchange
p.3 ×15
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PT Kustodian Sentral Efek Indonesia
p.3
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PT Datindo Entrycom.
p.3
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PT Gorontalo Listrik Perdana
p.4
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PT Kalibiru Sulawesi Abadi
p.4
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PT Toba Bara Energi
p.4
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PT Minahasa Cahaya Lestari
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