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20241024_FILM_Keterbukaan Informasi terkait Aksi Korporasi_31749116_lamp2.pdf
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THE DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF PT MD ENTERTAINMENT
TBK IN RELATION TO THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE RIGHTS
ISSUANCE
This Disclosure of Information is made and addressed to all shareholders of PT MD Entertainment Tbk
(“Company”) in compliance with the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”)
Regulation No. 32/POJK.04/2015 on the Capital Increase of a Public Company with Pre-Emptive Rights
as amended by OJK Regulation No. 14/POJK.04/2019 on the Amendment of OJK Regulation No.
32/POJK.04/2015 on the Capital Increase of a Public Company with Pre-Emptive Rights.
PT MD Entertainment Tbk
Main Business Activities:
Film Production
Head Office:
MD Place, Tower I
Jl. Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan 12910
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
This Disclosure of Information is important to be read and understood by the shareholders of the
Company to make any decision regarding the proposed capital increase with pre-emptive rights
issuance by the Company.
If you are having difficulties understanding the information contained in this Disclosure of
Information or have any doubt in taking a decision, you should consult with your broker, investment
manager, legal counsel, public accountant and/or other professional advisors.
The Board of Directors and the Board of Commissioners of the Company, both individually and
jointly, are fully responsible for the completeness and accuracy of the information or material facts
contained herein and emphasize that the information stated herein is accurate and there is no
misstatement of a material fact or no omission of material facts which may cause material
information in this Disclosure of Information to be inaccurate and/or misleading.
This Disclosure of Information was published on 24 October 2024.
DEFINISI
“IDX” : 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.
“Ministry of Law and Human : Ministry of Law and Human Rights of the Republic of
Rights” Indonesia.
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“MOLHR” : Minister of Law and Human Rights of the Republic of
Indonesia.
Financial Services Authority : The Otoritas Jasa Keuangan or Indonesian Financial Services
or OJK” Authority which has the regulatory, supervisory, examination
and investigation functions, duties and authorities as
stipulated under Law No. 21 of 2011 on the Financial Services
Authority as amended by Law No. 4 of 2023 on the
Development and Strengthening of Financial Sector.
“POJK No. 15” OJK Regulation No. 15/POJK.04/2020 on the Planning and
Implementation of General Meeting of Shareholders of Public
Companies.
“POJK No. 32” : OJK Regulation No. 32/POJK.04/2015 on the Capital
Increase of a Public Company with Pre-Emptive Rights as
amended by OJK Regulation No. 14/POJK.04/2019 on the
Amendment of the OJK Regulation No. 32/POJK.04/2015 on
the Capital Increase of a Public Company with Pre-Emptive
Rights.
“Capital Increase” : Capital Increase with pre-emptive rights by the Company
through issuance of New Shares as mentioned under POJK
No. 32.
“PUT” : Penawaran Umum Terbatas or Limited Public Offering.
“EGMS” : Extraordinary General Meeting of Shareholders that will be
held on 2 December 2024 in accordance with the provisions
of the Company’s Articles of Association and prevailing laws
and regulations.
“New Shares” : Up to 951.121.700 shares amounting to a maximum of 10%
of the Company’s total issued and paid-up capital, which will
be newly issued from the Company’s portfolio shares with
nominal value of Rp 100 per share.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Markets, announced in the State Gazette of the Republic of
Indonesia No. 64 of 1995, Supplement No. 3608, as amended
by Law No. 4 of 2023 on the Development and Strengthening
of Financial Sector, along with its implementing regulations.
I. GENERAL
General Description of the Company
The Company, domiciled in Jakarta Selatan, established under the name of PT MD Media,
pursuant to the Deed of Establishment No. 5 dated 1 August 2002, drawn up before Frans
Elsius Muliawan, S.H., Notary in Jakarta, which has been ratified by the MOLHR by virtue of its
Decree No. C-17650.HT.01.01.TH.2002 dated 13 September 2002, has been registered in the
Company Register at the Ministry of Law and Human Rights under No. 090519244732 dated
5899/BH.09.05/XI/2002, and has been announced in the State Gazette of the Republic of
Indonesia No. 76 dated 23 September 2003, Supplement No. 8852/2003.
The Company’s articles of association has been amended several times, most recently by the
Deed No. 4 dated 10 July 2024, drawn up before Tri Firdaus Akbarsyah, S.H., M.Kn., Notary in
Jakarta Selatan, which has been approved by the MOLHR by virtue of its Decree No. AHU-
0043005.AH.01.02.Tahun 2024 dated 16 July 2024 and has been registered in the Company
Register at the Ministry of Law and Human Rights under No. AHU-0144075.01.11.TAHUN 2024
dated 16 July 2024.
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Purpose and Objectives of the Company
Based on Article 3 of the Company's articles of association as stated in Deed of Meeting
Resolution No. 07 dated 5 July 2023, drawn up before Leolin Jayayanti, SH., M.Kn, Notary in
Jakarta Selatan, which has been approved by the MLHR by virtue of its Decree No. AHU-
0038581.AH.01.02.TAHUN 2023 dated 7 July 2023 and has been registered in the Company
Register at the MOLHR under No. AHU0127468.AH.01.11.TAHUN 2023 dated 7 July 2023,
the purpose and objective of the Company are:
Main Business Activities:
(i) Performing Arts Creative Professionals (90021)
(ii) Activities of Artists and Other Creative Workers (90029)
(iii) Arts Management and Arts Festival Activities (90030)
(iv) Operation of Arts Facilities (90040)
(v) Other Entertainment, Arts, and Creative Activities (90090)
(vi) Distribution of Films, Videos, and Television Programs by Private Entities (59132)
(vii) Post-Production of Films, Videos, and Television Programs (59122)
(viii) Private Television Broadcasting and Programming (60202)
(ix) Production of Films, Videos, and Television Programs by Private Entities (59112)
Supporting Business Activities:
(i) Real Estate Owned or Leased (68111)
(ii) Leasing and Rental of Recording and Editing Equipment without Option (77321)
(iii) General Printing Industry (18111)
Capital Structure and Shareholding Composition
Pursuant to Deed of Resolution of Extraordinary General Meeting of Shareholders No. 04
Dated 10 July 2024 , drawn up before Tri Firdaus Akbarsyah, S.H., M.H., Notary in Jakarta
Selatan, which has been notified to MOLHR in accordance with Receipt of Notification of
Changes to the Articles of Association No. AHU-AH.01.09-0227165 dated 16 July 2024, which
have been registered in the Company Register at the Ministry of Law and Human Rights under
No. AHU-0144075.AH.01.11 TAHUN 2024 dated 16 July 2024 (“Deed No. 04/2024”), the
Company’s capital structure and shareholding composition at the date of this Disclosure of
Information is as follows:
Authorized Capital : IDR 2,000,000,000,000
Issued Capital : IDR 951,121,700,000
Paid-Up Capital : IDR 951,121,700,000
The Authorized Capital of the Company is divided into 20,000,000,000 shares each with a
nominal value of IDR 100.
Based on the Shareholders Register of the Company dated 30 September 2024 issued by PT
Adimitra Jasa Korpora as the Company’s Shares Registrar, the shareholders of the Company
are below:
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Nominal Value IDR 100 Per Shares
Information (%)
Total Shares Total Nominal Value (IDR)
Authorized Capital 20,000,000,000 2,000,000,000,000 -
Shareholders Name
1. PT MD Global 50.50
4,803,164,585 480,316,458,500
Investments
2. Manoj Dhamoo 17.50
1,664,362,615 166,436,261,500
Punjabi
3. Morgan Stanley and 14.62
1,390,950,000 139,095,000,000
Co Intl Plc-Client AC
4. Public with ownership 17.38
1,652,739,800 165,273,980,000
of under 5%
Issued and Paid-Up
9,511,217,000 951,121,700,000 100.00
Shares
Shares in Portfolio 10,488,783,000 1,048,878,300,000
Board of Commissioners and Board of Directors
Pursuant to Deed No. 04/2024, the composition of the Company’s Board of Commissioner and
Board of Directors at the date of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Shania Manoj Punjabi
Commissioner : Sanjeva Advani
Independent Commissioner : Innayat Haresh Khubchandani
Board of Directors
President Director : Manoj Dhamoo Punjabi
Director : Priyadarshi Anand
Director : Sajan Lachmandas Mulan
II. INFORMATION REGARDING THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE
RIGHTS
A. Maximum Amount of the Proposed Issuance of Shares with Pre-Emptive Rights
The Company intends to conduct a Capital Increase in the maximum amount of 10%
(ten percent) of the total number of shares issued and fully paid by the Company at the
date of issuance of this Information Disclosure. In the event that the deposit of New
Shares is made in a form other than cash, such deposit shall satisfy the provisions as
stipulated in POJK No. 32, namely as follows:
1. directly related to the intended use of proceeds;
2. using an appraiser to determine the fair value of forms other than cash used as
deposits and the fairness of deposit transactions for New Shares in forms other
than cash;
3. in the case of deposits for New Shares in the form of collection rights to the
Company which are compensated as deposits for New Shares, the collection rights
must have been included in the Company's latest financial report which has been
audited by an accountant; and
4. comply with the provisions of other laws and regulations governing deposits for
shares in forms other than cash and compensation for collection rights as deposits
for New Shares.
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B. Indicative Period of Pre-Emptive Rights
In accordance with the provisions of Article 8 paragraph (3) of POJK No. 32, the period
between the date of approval of the EGMS in relation to the Capital Increase until the
effective registration statement is no more than 12 (twelve) months. The Company
plans to implement the Capital Increase within the 12 (twelve) months period.
The implementation of the Capital Increase will depend on and will be carried out if
approval has been obtained from the Company's EGMS and an effective statement
from the OJK regarding the registration statement for the Capital Increase submitted
by the Company with reference to the laws and regulations in force in Indonesia.
C. Analysis Regarding the Effect of Capital Increase on Financial Condition and
Shareholders
Capital Increase is carried out by the Company to strengthen the Company's capital
structure so as to provide the Company with additional funds to support the Company's
performance. If the Company's shareholders do not exercise their pre-emptive rights
in the Capital Increase, then the ownership of the Company's shareholders will be
diluted by a maximum percentage of 9,09 % of the total share ownership in the
Company.
D. Estimation of the Use of Proceeds
The Company plans to use all net proceeds from the Capital Increase (after deducting
issuance costs) for, among others, general liquidity needs, capital expenditure, working
capital and for the growth and/or development of the Company's business, its
subsidiaries and associated entities (both existing and future), including but not limited
to the purchase of shares and/or assets, and/or equity participation in one or more
companies and other appropriate transaction methods.
Final information regarding the use of proceeds will be disclosed in the prospectus
issued in connection with the Capital Increase which will be provided to entitled
shareholders in due course, in accordance with applicable laws and regulations.
III. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To comply with the provisions of the applicable laws and regulations, in implementing the
proposed Capital Increase, Company will request for the approval of the Company’s
shareholders at the EGMS which will be held on 2 December 2024.
The following are important dates in relation to the Company’s EGMS:
1. Notification of EGMS agenda to OJK 16 October 2024
2. Announcement of plan to hold EGMS 24 October 2024
3. Announcement of Disclosure of Information regarding the 24 October 2024
proposed Capital Increase
4. Recording date 7 November 2024
5. EGMS summons 8 November 2024
6. Additional Information to the Disclosure of Information (if any) 28 November 2024
7. EGMS 2 December 2024
8. Announcement of summary of minutes of EGMS 4 December 2024
9. Submission of EGMS minutes to OJK and IDX 2 January 2025
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The following are the EGMS agendas:
1. Approval of the Company's plan to carry out a Capital Increase by providing pre-emptive
rights to the Company's shareholders through a PUT mechanism and amendments to
Article 4 paragraph (2) of the Company's articles of association regarding issued and
paid-up capital, in connection with the realization of the results of the Capital Increase by
providing pre-emptive rights to the Company's shareholders through a PUT mechanism.
Based on Article 23 paragraph (1) and (2) of the Company’s Article of Association and
Article 41 of POJK No. 15, the EGMS to discuss the second agenda can be held if the
EGMS is attended by shareholders or their proxies representing more than 1/2 (one half)
of the total number of shares with valid voting rights. Resolutions taken by the EGMS
regarding such agenda are valid if approved by more than 1/2 (one half) of the total
shares with voting rights present at the EGMS.
If the quorum is not achieved, the second EGMS invitation will be held.
The second EGMS is valid and has the right to make binding decisions if the EGMS is
attended by shareholders or their proxies representing at least 1/3 (one third) of the total
number of shares with valid voting rights. Resolutions taken by the second EGMS are
valid if approved by more than 1/2 (one half) of the total shares with voting rights present
at the EGMS.
If the second EGMS quorum is not achieved, the third EGMS shall be held provided that
the third EGMS is valid and has the right to take binding resolution if attended by
shareholders of shares with valid voting rights in the attendance quorum and resolution
quorum stipulated by OJK based on the Company’s request.
IV. ADDITIONAL INFORMATION
To obtain more information regarding the Capital Increase, the Company’s shareholders may
contact the Company’s corporate secretary during business days and hours at the address
below:
PT MD Entertainment Tbk
MD Place, Tower I
Jl. Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan 12910
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
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Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Ministry of Law and Human
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Ministry of Law and Human Rights
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Minister of Law and Human Rights
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PT MD Media
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Frans Elsius Muliawan
· Notaris
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Tri Firdaus Akbarsyah
· Notaris
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Leolin Jayayanti
· Notaris
p.3
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PT Adimitra Jasa Korpora
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