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20241022_BNBR_Laporan Informasi dan Fakta Material_31748505_lamp3.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS (“INFORMATION
DISCLOSURE”) OF PT BAKRIE & BROTHERS TBK (THE “COMPANY”)
IN CONNECTION WITH THE PLAN TO INCREASE CAPITAL WITHOUT
PRE-EMPTIVE RIGHTS (“PMTHMETD”)
THE INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE
CONSIDERED BY THE SHAREHOLDERS TO MAKE DECISIONS REGARDING THE PROPOSED
PMTHMETD IN COMPLIANCE TO FINANCIAL SERVICES AUTHORITY (OTORITAS JASA
KEUANGAN/“OJK”) REGULATION NO. 32/POJK.04/2015 REGARDING CAPITAL INCREASE OF PUBLIC
COMPANIES WITH PRE-EMPTIVE RIGHTS AS AMENDED BY THE OJK REGULATION NO. 14/POJK.04/2019
ON THE AMENDMENT OF OJK REGULATION NO. 32/POJK.04/2015 REGARDING CAPITAL INCREASE OF
PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS (“POJK 32/2015”).
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE OR ARE IN DOUBT ABOUT MAKING DECISIONS, YOU SHOULD CONSULT
WITH A SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT, OR
OTHER PROFESSIONAL ADVISOR.
PT BAKRIE & BROTHERS Tbk
Domiciled in Jakarta, Indonesia
Business Activities:
Holding company activities, other management consulting activities, and business consulting and business
brokerage activities. Consulting, services, industry, construction, manufacturing and infrastructure, as well as
trade, both directly and indirectly through the Company’s subsidiaries.
Head Office:
Bakrie Tower, 35th – 37th Floor
Rasuna Epicentrum Complex
Jl. H. R. Rasuna Said
South Jakarta 12940
Telephone: +62-21-2991-2222
Website: www.bakrie-brothers.com
Email: ir@bakrie.co.id
In accordance with the provisions in POJK 32/2015, the Company plans to convert part of its debt to creditors by
issuing new shares through the PMTHMETD mechanism. The amount of new shares to be issued is
13,359,375,000 (thirteen billion three hundred fifty-nine million three hundred seventy-five thousand) Series E
ordinary shares with a nominal value of IDR12 (twelve Rupiah) per share or 7.70% (seven point seven zero percent)
of the Company’s issued and paid-up capital after the PMTHMETD (“Proposed PMTHMETD”). With the
implementation of the Proposed PMTHMETD, the Company's existing shareholders will experience a decrease in
their shareholding percentage (dilution) by 7.70% (seven point seven zero percent). In relation to the Proposed
PMTHMETD, the Company intends to seek shareholder’s approval through the Company’s Extraordinary General
Meeting of Shareholders (“EGMS”) which will be held on Thursday, 28 November 2024.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
ACCURACY OF ALL INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION
DISCLOSURE AND HEREBY CONFIRM THAT THE INFORMATION PRESENTED IN THIS INFORMATION
DISCLOSURE IS TRUE AND THAT NO MATERIAL FACTS HAVE BEEN OMITTED WHICH WOULD CAUSE
THE MATERIAL INFORMATION IN THIS INFORMATION DISCLOSURE UNTRUE AND/OR MISLEADING.
THE PROPOSED PMTHMETD AS OUTLINED IN THIS INFORMATION DISCLOSURE IS SUBJECT TO THE
APPROVAL OF THE COMPANY’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS.
This Information Disclosure is published on 22 October 2024
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DEFINITION AND ABBREVIATIONS
The terms used in this Information Disclosure have the following meanings:
Affiliation : 1. Family relationships by marriage descent to the second
degree, both horizontally and vertically, meaning the
relationship of a person with:
a. husband or wife;
b. parents of the husband or wife and the husband or wife
of a child;
c. grandparents of the husband or wife and the husband
or wife of a grandchild;
d. relative of the husband or wife and husband or wife of
the respective relative; or
e. husband or wife from relative of the person concerned;
2. Family relationships by descent up to the second degree,
both horizontally and vertically, meaning the relationship of
a person with:
a. parents and children;
b. grandparents and grandchildren; or
c. relative of the person concerned;
3. The relationship between a party and employees,
directors, or commissioners of that party;
4. The relationship between 2 (two) or more companies
where there are 1 (one) or more members of the Board of
Directors, management, Board of Commissioners, or
supervisors in common;
5. The relationship between a company and a party, either
directly or indirectly, in any way, of controlling or being
controlled by the company or that party in determining the
management and/or policies of the company or that party;
6. The relationship between 2 (two) or more companies that
are controlled, either directly or indirectly, in determining
the management and/or policies of the company by the
same party; or
7. The relationship between a company and its main
shareholders, which is a party that directly or indirectly own
at least 20% (twenty percent) of the voting shares of the
company,
as defined in the P2SK Law.
BAE : Means the abbreviation for Biro Administrasi Efek (the
Securities Administration Bureau), a party that based on a
contract with the Company and/or the issuer of securities,
carries out the recording of securities ownership and the
distribution of rights related to the securities, in this case, PT
EDI Indonesia, located in Central Jakarta.
Board of Commissioners : Means the part of the Company that is responsible for general
and/or specific supervision in accordance with the Company’s
Articles of Association and provides advice to the Board of
Directors.
Board of Directors : Means the part of the Company that has the authority and full
responsibility for managing the Company in the interest of the
Company, in accordance with the Company’s objectives, and
represents the Company both in and out of court in accordance
with the provisions of the Company’s Articles of Association.
EGMS : Means the Extraordinary General Meeting of Shareholders
held in accordance with the provisions of the Company’s
Articles of Association.
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Eurofa : Means Eurofa Capital Investment Inc.
Eurofa Settlement Agreement : Means the Settlement Agreement dated 10 June 2024
between the Company and Eurofa.
GGL : Means Golden Glades Limited.
GMS : Means the General Meeting of Shareholders held in
accordance with the provisions of the Company’s Articles of
Association.
IDX : Means the abbreviation for the Indonesia Stock Exchange as
defined in Article 1, number 4 of Law No. 8 of 1995 on Capital
Markets, as partially amended by the P2SK Law, in this case,
organized by PT Bursa Efek Indonesia, located in Jakarta,
where the Company's shares are listed.
Information Disclosure : Means this Information Disclosure that contains information
related to the Proposed PMTHMETD prepared in order to
comply with the provisions of POJK 32/2015.
KSEI : PT Kustodian Sentral Efek Indonesia, which is responsible for
administering the custody of securities based on the Securities
Registration Agreement in Collective Custody.
MLHR : Means the abbreviation for the Minister of Law and Human
Rights of the Republic of Indonesia (formerly known as the
Minister of Justice of the Republic of Indonesia, the Minister of
Law and Legislation of the Republic of Indonesia, or the
Minister of Justice and Human Rights of the Republic of
Indonesia).
MOLHR : Means the abbreviation for the Ministry of Law and Human
Rights of the Republic of Indonesia.
OJK : Means the Financial Services Authority, an independent
agency as referred to in Law No. 21 of 2011 on the Financial
Services Authority as amended by the P2SK Law ("OJK Law"),
which has the duties and authorities that include the regulation
and supervision of financial services activities in the banking
sector, capital markets, insurance, pension funds, financing
institutions, and other financial institutions. Since 31 December
2012, the Financial Services Authority has replaced and
assumed the rights and obligations to perform regulatory and
supervisory functions from the Capital Market and Financial
Institution Supervisory Agency in accordance with the
provisions of Article 55 of the OJK Law.
P2SK Law : Means Law No. 4 of 2023 regarding the Development and
Strengthening of the Financial Sector.
PMTHMETD : Means Capital Increase Without Pre-Emptive Rights, by
issuing New Shares as referred to in the OJK Regulation No.
14/POJK.04/2019 on the Amendment of OJK Regulation No.
32/POJK.04/2015 regarding Capital Increase of Public
Companies with Pre-Emptive Rights.
POJK 15/2020 : Means OJK Regulation No. 15/POJK.04/2020 which is
effective as of 20 April 2020, concerning the Plan and Conduct
of the General Meeting of Shareholders of Public Companies.
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POJK 32/2015 : Means OJK Regulation No. 32/POJK.04/2015 regarding
Capital Increase of Public Companies with Pre-Emptive Rights
as amended by the OJK Regulation No. 14/POJK.04/2019 on
the Amendment of OJK Regulation No. 32/POJK.04/2015
regarding Capital Increase of Public Companies with Pre-
Emptive Rights.
Public : Means individuals and/or legal entities, whether Indonesian
citizens or foreign citizens and/or Indonesian legal entities or
foreign legal entities, whether residing or legally based in
Indonesia or residing or legally based outside of Indonesia.
Regulation No. I-A : Means the Regulation of the IDX No. I-A regarding the Listing
of Shares and Equity Securities Other Than Shares Issued by
Listed Companies as stated in the Decision of the Board of
Directors of PT Bursa Efek Indonesia No. KEP-00101/BEI/12-
2021 dated 21 December 2021.
Rupiah or IDR : Means Rupiah, the lawful currency of and in effect in the
Republic of Indonesia.
Settlement Agreement : Means the Eurofa Settlement Agreement and the SMIL
Settlement Agreement.
Shareholders’ Register : Means the list issued by KSEI that contains information about
the ownership of securities by securities holders in Collective
Custody at KSEI, based on data provided by the account
holders at KSEI.
SMIL : Means Silvery Moon Investment Ltd.
SMIL Settlement Agreement : Means the Settlement Agreement dated 30 September 2024
between the Company and SMIL.
State Gazette : Means the State Gazette of the Republic of Indonesia.
Stock Exchange Day : Means the day on which the IDX conducts stock exchange
activities in accordance with applicable laws and regulations of
the IDX.
The Company : Means PT Bakrie & Brothers Tbk, a limited liability company
established under the laws of the Republic of Indonesia,
located in South Jakarta.
United States Dollar or USD : Means the currency of the United States, namely the United
States Dollar.
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INTRODUCTION
This Information Disclosure is prepared to provide the shareholders of the Company with
comprehensive information regarding the Proposed PMTHMETD.
The Company intends to convert a portion of its debt to Eurofa and SMIL, both acting as creditors of
the Company (hereinafter collectively referred to as the “Creditors”), amounting to
IDR855,000,000,000 (eight hundred fifty-five billion Rupiah) into new shares totaling 13,359,375,000
(thirteen billion three hundred fifty-nine million three hundred seventy-five thousand) Series E ordinary
shares representing 7.70% (seven point seven percent) of the Company’s issued and fully paid-up
capital after the PMTHMETD (“New Shares”). Through the debt conversion transaction into New
Shares through the PMTHMETD mechanism, the Company expects that this step will improve its
financial distress, resulting in a healthier debt ratio, reduced financial burden, and stronger cash flow in
the future.
Based on Article 3 letter (a) of POJK 32/2015, the Company is exempt from the obligation to provide
Pre-Emptive Rights (HMETD) in the issuance of shares and/or other equity securities if the Company
conducts a capital increase through the issuance of shares and/or other equity securities in the context
of a financial distress. Furthermore, according to Article 8B letter (c) of POJK 32/2015, the Company
may conduct PMTHMETD to improve its financial position if it is unable to meet its financial obligations
upon maturity to non-affiliated lenders, provided that the non-affiliated lenders agree to accept shares
of the Company in settlement of the loans.
Referring to the provisions above, based on the Settlement Agreement, the debts to be converted by
the Company are debts that the Company cannot repay upon maturity, whilst the Company and the
Creditors have agreed that the Company's debts to the Creditors will be converted into New Shares of
the Company.
In accordance with the provisions of Article 8A paragraph (1) of POJK 32/2015, in conducting
PMTHMETD, the Company is required to obtain approval from the GMS in advance, and the Company
intends to seek shareholders’ approval in EGMS to be held on Thursday, 28 November 2024.
Furthermore, in accordance with the provisions of Article 15 paragraph (1a) of POJK 32/2015, the
Company is also required to announce this Information Disclosure to the shareholders in connection
with the Proposed PMTHMETD simultaneously with the announcement of the EGMS.
As of the date of this Information Disclosure, the Company is not involved in any litigation or other
disputes outside of court that could materially and negatively affect its business continuity and the
Proposed PMTHMETD.
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PMTHMETD IMPLEMENTATION PLAN
The following is the information regarding the Proposed PMTHMETD that will be conducted by the
Company:
1. Reasons and Objectives of the Proposed PMTHMETD
Based on the audited consolidated financial statements of the Company for the period ended on
31 December 2023, audited by Y. Santosa & Partners Public Accounting Firm, the liability items in
the Company’s Financial Statements that meet the conditions for PMTHMETD in accordance with
Article 8B letter (c) of POJK 32/2015 are as follows:
a. Long-term loans to the creditor Eurofa amounting to USD50,000,000 (fifty million United States
Dollars) or equivalent to IDR770,800,000,000 (seven hundred seventy billion eight hundred
million Rupiah); and
b. Short-term loans - Third parties to the creditor SMIL with an outstanding amount of
IDR465,117,037,007 (four hundred sixty-five billion one hundred seventeen million thirty-seven
thousand seven Rupiah).
The Creditors have agreed, based on the Settlement Agreement, to settle the Company’s
obligations by accepting New Shares at a conversion price of IDR64 (sixty-four Rupiah) per share
in the Proposed PMTHMETD, with the total number of shares equivalent to the value of the loan
in Rupiah divided by the exercise or conversion price in the Proposed PMTHMETD.
Several benefits that the Company will gain from this PMTHMETD include:
a. The settlement of the Company's obligations will strengthen the capital structure, leading to a
decrease in the debt-to-equity ratio.
b. Decreased financial burden will enhance the Company’s profitability.
c. The reduction in the debt-to-equity ratio will increase the Company’s flexibility in seeking new
funding necessary for future business development.
2. History of Debt to be Converted into Shares
a. Company’s Debt to Eurofa
On 16 December 2010, the Company signed a Subscription Agreement dated 16 December
2010, concerning the issuance of Equity Linked Notes (“Notes”) with the amount of
USD109,000,000 (one hundred nine million United States Dollars) to Eurofa, which matured on
16 December 2015. The Company has paid Eurofa an upfront fee of USD6,400,000 (six million
four hundred thousand United States Dollars). According to this agreement, Eurofa has the right
to convert the principal amount of the loan into ordinary shares of the Company after the
occurrence of the following events:
i. the Company fails to make full payment on the Notes by the due date for repayment;
ii. the Notes are not paid on the due date; and
iii. a breach of covenant occurs and continues.
Eurofa has subsequently transferred part of the Notes to several other parties and therefore,
as of the date of this Information Disclosure, the remaining Notes held by Eurofa remaining
amounting to USD50,000,000 (fifty million United States Dollars) or equivalent to
IDR750,000,000,000 (seven hundred fifty billion Rupiah), based on an exchange rate of
USD1/IDR15,000 (one United States Dollar per fifteen thousand Rupiah).
To settle the debt arising from the Notes still held by Eurofa, the Company and Eurofa have
signed the Eurofa Settlement Agreement, stipulating that the Company’s debt of
USD50,000,000 (fifty million United States Dollars) will be settled by the Company converting
the debt by issuing New Shares totaling 11,718,750,000 (eleven billion seven hundred eighteen
million seven hundred fifty thousand) shares or equivalent to IDR750,000,000,000 (seven
hundred fifty billion Rupiah) or USD50,000,000 (fifty million United States Dollars) (based on an
exchange rate of USD1/IDR15,000 (one United States Dollar per fifteen thousand Rupiah)) to
Eurofa through the PMTHMETD mechanism as regulated in POJK 32/2015. Upon the signing
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of the Eurofa Settlement Agreement, this debt has been classified as other capital reserves
within the equity component.
b. Company’s Debt to SMIL
On 30 September 2022, the Company, GGL, and SMIL signed a Settlement Agreement wherein
the Company and GGL agreed to settle the Company’s obligation to GGL amounting to
USD53,000,000 (fifty-three million United States Dollars). According to this agreement, GGL
then transferred the outstanding balance owed by the Company to SMIL amounting to
USD30,505,478.91 (thirty million five hundred five thousand four hundred seventy-eight United
States Dollars and ninety-one cents) or equivalent to IDR465,117,037,007 (four hundred sixty-
five billion one hundred seventeen million thirty-seven thousand seven Rupiah). In relation to
this transfer, on 30 September 2022, the Company and SMIL signed an Acknowledgement of
Debt Agreement (“SMIL Acknowledgement of Debt Agreement”), whereby the Company has
an obligation to SMIL amounting to USD30,505,478.91 (thirty million five hundred five thousand
four hundred seventy-eight United States Dollars and ninety-one cents) or equivalent to
IDR465,117,037,007 (four hundred sixty-five billion one hundred seventeen million thirty-seven
thousand seven Rupiah) which has matured on 30 September 2023.
On 29 September 2023, the Company and SMIL signed an amendment of Acknowledgement
of Debt Agreement regarding the SMIL Acknowledgement of Debt, whereby the Company’s
debt to SMIL became denominated in Rupiah amounting to IDR465,117,037,007 (four hundred
sixty-five billion one hundred seventeen million thirty-seven thousand seven Rupiah), and the
repayment of this loan will be completed no later than 30 September 2024.
On 30 September 2023, the Company and SMIL signed the SMIL Settlement Agreement
stipulating that the Company’s outstanding debt of IDR105,007,838,689 (one hundred five
billion seven million eight hundred thirty-eight thousand six hundred eighty-nine Rupiah) will be
settled non-cash, wherein the Company will convert the debt by issuing New Shares totaling
1,640,625,000 (one billion six hundred forty million six hundred twenty-five thousand) shares or
equivalent to IDR105,000,000,000 (one hundred five billion Rupiah) to SMIL through the
PMTHMETD mechanism as regulated in POJK 32/2015. Consequently, this debt is classified
as other capital reserves within equity.
3. Proposed PMTHMETD Exercise Price
The exercise price for the New Shares to be issued in the Proposed PMTHMETD is set at IDR64
(sixty-four Rupiah) per share.
The Proposed PMTHMETD that being implemented by the Company is in the context of financial
distress, therefore, the determination of the exercise price is conducted in accordance with the
provisions in Point V.1.3. in Appendix II of Regulation No. I-A, where the determination of the
exercise price is based on mutual agreement of the parties, carried out fairly (arm’s length
transaction), does not violate applicable laws, and is executed without disadvantaging non-
controlling shareholders and minority shareholders.
4. Value of the Proposed PMTHMETD
The total value of this Proposed PMTHMETD is IDR855,000,000,000 (eight hundred fifty-five billion
Rupiah), consisting of (i) Long-term loans to Eurofa amounting to USD50,000,000 (fifty million
United States Dollars) or equivalent to IDR750,000,000,000 (seven hundred fifty billion Rupiah),
based on an exchange rate of USD1/IDR15,000 (one United States Dollar per fifteen thousand
Rupiah), and (ii) Short-term loans - Third parties to SMIL amounting to IDR105,000,000,000 (one
hundred five billion Rupiah).
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5. Implementation Period of the Proposed PMTHMETD
The implementation of the Proposed PMTHMETD will take place after obtaining approval from
shareholders in the EGMS to be held on Thursday, 28 November 2024. The Company will execute
the Proposed PMTHMETD in accordance with the provisions of the Company's Articles of
Association and applicable laws and regulations, including POJK 32/2015 and Regulation No. I-A.
6. Use of Proceeds Plan from PMTHMETD
There will be no use of proceeds in this PMTHMETD because the proceeds recorded as the result
of this PMTHMETD are the results from the Company's debt conversion to the Creditors, which is
a settlement of the Company’s debt to the Creditors.
7. Management Discussion and Analysis
Using the Company’s consolidated financial statements for the six-month period ended on 30 June
2024, the pro forma impact of the PMTHMETD implementation on the Company’s financial
condition and key financial ratios is as follows:
(in millions of Rupiah)
Description Before PMTHMETD Adjustments After PMTHMETD
Assets
Total Current Assets 4,048,448 - 4,048,448
Total Non-Current Assets 3,222,730 - 3,222,730
Total Assets 7,271,178 - 7,271,178
Liabilities
Total Current Liabilities 3,212,435 (105,000) 3,107,435
Total Non-Current Liabilities 521,208 - 521,208
Total Liabilities 3,733,643 (105,000) 3,628,643
Equity
Issued and fully paid capital 23,675,988 855,000 24,530,988
Additional paid-up capital (2,504,322) - (2,504,322)
Other Capital Reserves 1,278,973 (750,000) 528,973
Deficit (19,392,454) - (19,392,454)
Non-controlling interest 479,350 - 479,350
Total Equity 3,537,535 105,000 3,642,535
Total Liabilities and Equity 7,271,178 - 7,271,178
Financial Ratios
Before PMTHMETD After PMTHMETD
As of 30 June 2024
Total Current Asset/Total Current liabilities (%) 126.02% 130.28%
Net Comprehensive Income/Total Assets 0.02x 0.02x
Net Comprehensive Income/Equity 0.04x 0.04x
Total Liabilities/Equity 1.06x 1.00x
Total Liabilities/Total Asset 0.51x 0.50x
Following the implementation of the Proposed PMTHMETD, the Company’s total liabilities will
decrease by IDR105,000 million. Based on the Company’s consolidated financial statements for
the six-month period ended on 30 June 2024, total liabilities before the Proposed PMTHMETD are
IDR3,733,643 million, which will decrease to IDR3,628,643 million after the Proposed
PMTHMETD.
Additionally, the issuance of New Shares will result in an increase in equity due to the increase in
issued and fully paid-up capital. After the implementation of the Proposed PMTHMETD, the equity
on the Company’s consolidated financial statements for the six-month period ended on 30 June
2024, which is IDR3,537,535 million, will increase by IDR105,000 million to IDR3,642,535 million.
With this increase in equity, the Company’s debt-to-equity ratio will decrease from 1.06x to 1.00x.
The debt-to-total assets ratio will also decline from 0.51x to 0.50x.
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8. Impact of the Proposed PMTHMETD to the Shareholders
The percentage of shareholding ownership of existing shareholders in the Company will decrease
by 7.70% (seven point seven zero percent) following the implementation of the Proposed
PMTHMETD.
9. Capital Structure of the Company’s Before and After the Implementation of Proposed
PMTHMETD
The following table shows the changes in the composition of shareholders and the capital structure
of the Company before and after the implementation of the Proposed PMTHMETD (based on the
Company’s Shareholder Register as of 17 October 2024, issued by the appointed BAE) and after
the implementation of the Proposed PMTHMETD.
Before PMTHMETD After PMTHMETD
Description Series Number of Total Nominal Value Number of Total Nominal Value
% %
shares (IDR) shares (IDR)
Authorized Capital
Series A (Nominal value IDR5,687) A 77,500,800 440,747,049,600 0.03 77,500,800 440,747,049,600 0.03
Series B (Nominal value IDR796) B 368,128,800 293,030,524,800 0.12 368,128,800 293,030,524,800 0.12
Series C (Nominal value IDR227) C 8,984,667,760 2,039,519,581,520 3.06 8,984,667,760 2,039,519,581,520 3.06
Series D (Nominal value IDR99) D 51,285,282,796 5,077,242,996,804 17.46 51,285,282,796 5,077,242,996,804 17.46
Series E (Nominal value IDR12) E 233,000,000,000 2,796,000,000,000 79.33 233,000,000,000 2,796,000,000,000 79.33
Total Authorized Capital 293,715,580,156 10,646,540,152,724 100.00 293,715,580,156 10,646,540,152,724 100.00
Issued and Paid-up Capital
Levoca Enterprise Ltd E 50,642,237,270 607,706,847,240 31.64 50,642,237,270 607,706,847,240 29.20
Port Fraser International Ltd E 46,352,744,597 556,232,935,164 28.96 46,352,744,597 556,232,935,164 26.73
Fountain City Investment Ltd E 39,532,410,300 474,388,923,600 24.70 39,532,410,300 474,388,923,600 22.80
PT Biofuel Indo Sumatra C 2,116,086,600 480,351,658,200 1.32 2,116,086,600 480,351,658,200 1.22
R.A. Sri Dharmayanti D 13,223,000 1,309,077,000 0.01 13,223,000 1,309,077,000 0.01
Armansyah Yamin A 16,799 95,535,913 0.00 16,799 95,535,913 0.00
D 4,000,000 396,000,000 0.00 4,000,000 396,000,000 0.00
Eurofa Capital Investment Inc E - - - 11,718,750,000 140,625,000,000 6.76
Silvery Moon Investment Ltd E - - - 1,640,625,000 19,687,500,000 0.94
Public 21,396,738,943 2,483,384,245,654 13.37 21,396,738,943 2,483,384,245,654 12.34
Total Issued and Paid-up Capital 160,057,457,509 4,603,865,222,771 100.00 173,416,832,509 4,764,177,722,771 100.00
Shares in Portfolio
Series A (Nominal value IDR5,687) A 58,125,600 330,560,287,200 58,125,600 330,560,287,200
Series B (Nominal value IDR796) B - - - -
Series C (Nominal value IDR227) C - - - -
Series D (Nominal value IDR99) D 47,228,904,347 4,675,661,530,353 47,228,904,347 4,675,661,530,353
Series E (Nominal value IDR12) E 86,371,092,700 1,036,453,112,400 73,011,717,700 876,140,612,400
Total Shares in Portfolio 133,658,122,647 6,042,674,929,953 120,298,747,647 5,882,362,429,953
Based on the report from BAE as of 17 October 2024, the Company’s shareholding composition
owned by the Company’s Board of Directors and Board of Commissioners is as follows:
Shares Ownership Ownership
Name Position
Series Number of Shares Total Nominal Value (IDR) Percentage (%)
R.A. Sri Dharmayanti Director D 13,223,000 1,309,077,000 0.01
Armansyah Yamin President A 16,799 95,535,913 0.00
Commissioner D 4,000,000 396,000,000 0.00
10. Control of the Company after the Implementation of Proposed PMTHMETD
There will be no changes in the control of the Company after the implementation of Proposed
PMTHMETD.
11. Information Regarding the Creditors
a. Eurofa Capital Investment Inc.
Eurofa is a company established in the British Virgin Islands, with its registered office at
Craigmuir Chambers, Road Town, Tortola, VG 1110.
Business Activities
Engaged in investment activities.
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Shareholder
Sansi Investment Holding Ltd.
Management and Supervision
Director: Yip Lai Wah
Terms and Conditions for Debt Restructuring
i. The Company and Eurofa acknowledge that the Company’s debt to Eurofa is
USD50,000,000 (fifty million United States Dollars) or equivalent to IDR750,000,000,000
(seven hundred fifty billion Rupiah), based on an exchange rate of USD1/IDR15,000 (one
United States Dollar to fifteen thousand Rupiah), arising from equity-linked notes issued
under the Eurofa Loan Agreement (“Company’s Debt to Eurofa”).
ii. The Company’s Debt to Eurofa will be settled non-cash, whereby the Company will resolve
its Debt to Eurofa by Eurofa converting the Company’s Debt to Eurofa into New Shares at
a conversion price of IDR64 (sixty-four Rupiah) amounting to 11,718,750,000 (eleven
billion seven hundred eighteen million seven hundred fifty thousand) Series E ordinary
shares through the PMTHMETD mechanism as regulated in POJK 32/2015.
Affiliation Status with the Company
Eurofa is not Affiliated with the Company.
b. Silvery Moon Investment Ltd.
SMIL is a company established in the Marshall Islands, with its registered office at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.
Business Activities
Engaged in investment activities.
Shareholder
Lee Chi Kuen (Li Zijuan)
Management and Supervision
Director: Lee Chi Kuen (Li Zijuan)
Terms and Conditions for Debt Restructuring
i. The Company and SMIL acknowledge that the Company’s debt to SMIL amounts to
IDR105,007,838,689 (one hundred five billion seven million eight hundred thirty-eight
thousand six hundred eighty-nine Rupiah), based on the SMIL Acknowledgement of Debt
Agreement (“Company’s Debt to SMIL”).
ii. The Company and SMIL agrees that the Company’s Debt to SMIL will be settled non-cash,
whereby the Company will settle its Debt to SMIL by SMIL converting the Company’s Debt
to SMIL into New Shares at a conversion price of IDR64 (sixty-four Rupiah) per share
amounting to 1,640,625,000 (one billion six hundred forty million six hundred twenty-five
thousand) Series E ordinary shares through the PMTHMETD mechanism as regulated in
POJK 32/2015.
Affiliation Status with the Company
SMIL is not Affiliated with the Company.
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COMPANY’S INFORMATION
1. Brief History
The Company is located in South Jakarta, at Bakrie Tower 35th – 37th Floors, Rasuna Epicentrum
Complex, Jl. H.R. Rasuna Said, Karet Kuningan, Setiabudi, South Jakarta. It is a limited liability
company established under and regulated by the laws of the Republic of Indonesia, based on Deed
of Establishment No. 55 dated 13 March 1951, made before Sie Khwan Djioe, Notary in Jakarta,
which has obtained approval from the Minister of Justice of the Republic of Indonesia (currently
the MLHR) under Decree No. J.A. 8/81/6 dated 25 August 1951, and has been registered in the
Register of the Clerk of the District Court of Jakarta under No. 774 dated 1 September 1951, and
has been announced in the State Gazette No. 94 dated 23 November 1951, Supplement to State
Gazette No. 550 ("Deed of Establishment").
The Company's Deed of Establishment, which includes the Company's Articles of Association, has
amended several times, the most recent being amended based on the Statement of Resolutions
of the Meeting Deed No. 23 dated 5 July 2024, made before Humberg Lie, S.H., S.E., M.Kn.,
Notary in Jakarta, which has (i) received approval from the MLHR under Decree No. AHU-
0052501.AH.01.02 dated 22 August 2024, and (ii) has been notified to and accepted by the MLHR
based on the Receipt of Notification of Amendment of Articles of Association No. AHU-AH.01.03-
0184937 dated 22 August 2024, both of which have been registered in the Company Register at
the MOLHR under No. AHU-0176132.AH.01.11.Tahun 2024 dated 22 August 2024 ("Deed No.
23/2024").
The Deed of Establishment, Deed No. 23/2024, and all of its amendments are hereinafter referred
to as the "Articles of Association."
2. Business Activities
According to the Company’s Articles of Association, the purpose and objective of the Company is
to conduct business in the fields of services, industry, construction, and trade, both directly and
indirectly through Subsidiaries.
To achieve these purposes and objectives, the Company may conduct the following business
activities:
a. Main business activities, including (i) holding company activities, (ii) other management
consulting activities, (iii) business consulting and business brokerage activities; and
b. Supporting business activities, including (i) manufacturing goods from cement and lime for
construction, (ii) iron and steel casting industry, (iii) pipes industry and pipe fittings made of
steel and iron, (iv) spare parts industry and accessories for vehicles with four wheels or
more, (v) power generation, (vi) distribution of natural and artificial gas, (vii) civil construction
of roads, (viii) civil construction of bridges, fly over, and underpass, (ix) prefabricated civil
construction services, (x) wholesale trading of solid, liquid, and gas fuels and related
products, (xi) wholesale trading of metal goods for construction materials, (xii) wholesale
trading of various building materials, (xiii) toll road activities, (xiv) information technology
activities and other computer services, (xv) industrial estates, (xvi) vehicles industry with
four wheels or more, (xvii) natural gas mining, (xviii) transportation and machinery design
activities, (xix) 3D printing industry, and (xx) commercial web portals and/or digital platforms.
However, the business activities currently being actively conducted by the Company are (i) holding
company activities, (ii) other management consulting activities, and (iii) business consulting and
business brokerage activities.
3. Company Management and Supervision
Based on the Statement of Resolutions of the Meeting Deed No. 31 dated 13 July 2023, made
before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been notified to and
accepted by the MLHR under Decree No. AHU-AH.01.09-0140225 dated 14 July 2023, and has
been registered in the Company Register at the MOLHR under No. AHU-0133178.AH.01.11.Tahun
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2023 dated 14 July 2023, the composition of the Board of Directors and Board of Commissioners
of the Company is as follows:
Board of Commissioners
President Commissioner : Armansyah Yamin
Independent Commissioner : Raniwati Malik
Board of Directors
President Director : Anindya Novyan Bakrie
Vice President Director : Anindra Ardiansyah Bakrie
Director : Hendrajanto Marta Sakti
Director : R.A. Sri Dharmayanti
Director : Kartini Sally
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In connection with the Proposed PMTHMETD as described in this Information Disclosure, the Company
intends to seek approval at the Company’s EGMS to be held on:
Date : Thursday, 28 November 2024
Time : 14:00 Western Indonesia Time until finished
Place : Bakrie Tower 36th Floor, Rasuna Epicentrum Complex,
Jl. H.R. Rasuna Said, South Jakarta 12940
The agenda of the EGMS related to the Proposed PMTHMETD is as follows:
1. Approval of the Company’s plan to carry out PMTHMETD in the context of a financial distress
of the Company in accordance with the provisions of Article 3 letter (a) POJK 32/2015, by
converting the Company's debt to its creditors into share subscriptions.
2. Approval of the amendment of Articles 4 paragraphs (2) and (3) of the Company’s Articles of
Association regarding the increase in the fully issued and paid-up capital of the Company in
connection with the implementation of PMTHMETD related to the conversion of debt into share
subscriptions carried out by the Company.
Furthermore, the Company has announced the EGMS through the IDX website at www.idx.co.id, the
eASY.KSEI website at https://akses.ksei.co.id, and the Company’s website at https://bakrie-
brothers.com, each on 22 October 2024.
The quorum for attendance and quorum for approval for the first and second agenda items mentioned
above in accordance with POJK 15/2020 and the provisions of the Company’s Articles of Association
are as follows:
1. The EGMS can be held if more than 1/2 (one half) of the total shares with voting rights are
present or represented. The decisions of the EGMS are valid if approved by more than 1/2 (one
half) of the total shares with voting rights present at the EGMS.
2. In the event that the quorum for attendance at the first EGMS as referred to in number 1 above
is not met, the second EGMS may be held, provided that the second EGMS is valid and entitled
to make decisions if attended by at least 1/3 (one third) of the total shares with voting rights
present or represented. The decisions of the second EGMS are valid if approved by more than
1/2 (one half) of the total shares with voting rights present at the second EGMS.
3. In the event that the quorum for attendance at the second EGMS as referred to in number 2
above is not met, the third EGMS may be held, provided that the third EGMS is valid and entitled
to make decisions if attended by shareholders holding shares with valid voting rights in the
attendance quorum and decision quorum as determined by the OJK at the request of the
Company.
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In connection with the implementation of the EGMS, the announcement of the EGMS has been
published on the IDX website and the Company’s website on 22 October 2024. Meanwhile, the invitation
for the EGMS will be published on 6 November 2024, on the IDX website and the Company’s website.
As information, the important dates to be noticed in connection with the holding of the Company’s EGMS
are as follows:
ACTIVITY DATE
Notification to OJK regarding the EGMS agenda 15 October 2024
Information Disclosure Announcement to Shareholders regarding PMTHMETD 22 October 2024
Announcement of EGMS 22 October 2024
Date of the Shareholders Register entitled to attend the EGMS (Recording Date) 5 November 2024
Invitation of EGMS 6 November 2024
EGMS 28 November 2024
Summary of EGMS Minutes Announcement 2 December 2024
Report to OJK regarding the EGMS Minutes 27 December 2024
STATEMENT OF THE COMPANY’S BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS
This Information Disclosure has been approved by the Board of Directors and Board of Commissioners
of the Company, and thus, the Board of Commissioners and the Board of Directors of the Company are
responsible for the accuracy of the information contained herein. All material information and opinions
presented in this Information Disclosure are true and accountable, and there is no other material
information that has not been disclosed that would cause this statement to be untrue or misleading.
The Board of Directors and Board of Commissioners of the Company hereby state that the Proposed
PMTHMETD presented by the Company in this Information Disclosure is not an affiliate transaction and
does not involve any conflict of interest in certain transactions as referred to in OJK Regulation No.
42/POJK.04/2020 regarding Affiliate Transactions and Conflicts of Interest Transactions and/or material
transactions as referred to in OJK Regulation No. 17/POJK.04/2020 regarding Material Transactions
and Changes in Business Activities.
The Board of Directors and Board of Commissioners of the Company have reviewed the Proposed
PMTHMETD, including the risks and benefits of PMTHMETD for the Company and all shareholders,
and believe that PMTHMETD is the best option for the Company and all shareholders.
CAPITAL MARKET SUPPORTING INSTITUTION AND PROFESSIONALS
Capital Market Supporting Institutions and Professionals that involved in PMTHMETD and parties that
assist in preparing this Information Disclosure are as follows:
Legal Counsel : TnP Law Firm
Satrio Tower, 15th Floor
Jl. Prof. Dr. Satrio Kav. C4
Jakarta 12950
Notary : Humberg Lie, S.H., S.E., M.Kn.
Jl. Raya Pluit Selatan Raya No. 103
Jakarta 14450
BAE : PT EDI Indonesia
Wisma SMR 10th Floor
Jl. Yos Sudarso Kav. 89
Jakarta 14350
Financial Advisor : PT Ciptadana Sekuritas Asia
Plaza ASIA Office Park Unit 2
Jl. Jend. Sudirman Kav. 59
Jakarta 12190
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ADDITIONAL INFORMATION
Shareholders who wish to obtain other information in connection with the Proposed PMTHMETD may
contact the Company during business hours (08:00 to 15:00 Western Indonesia Time) from Monday to
Friday (except holidays) at the Company's office at the following address:
PT Bakrie & Brothers Tbk
Bakrie Tower, 35th – 37th Floors
Rasuna Epicentrum Complex
Jl. H. R. Rasuna Said
South Jakarta 12940
Telephone: +62-21-2991-2222
Website: www.bakrie-brothers.com
Email: ir@bakrie.co.id
Jakarta, 22 October 2024
Board of Directors
13
Names mentioned 39 people and organisations named in the text · linked when the evidence is strong
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PT BAKRIE
p.1 ×4
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BROTHERS TBK
p.1 ×4
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×4
unresolved
person
H. R. Rasuna Said South
p.1 ×2
unresolved
org
Means Eurofa Capital Investment Inc.
p.3
unresolved
org
Means Golden Glades Limited
p.3
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Minister of Justice
p.3 ×2
unresolved
org
Minister of Law and Legislation
p.3
unresolved
org
Minister of Justice and Human Rights
p.3
unresolved
org
Ministry of Law and Human Rights
p.3
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org
Means Silvery Moon Investment Ltd.
p.4
unresolved
org
Y. Santosa & Partners
p.6
unresolved
org
Paid-up Capital Levoca Enterprise Ltd
p.9
unresolved
org
Fountain City Investment Ltd
p.9
unresolved
org
Eurofa Capital Investment Inc
p.9 ×2
unresolved
org
Silvery Moon Investment Ltd
p.9 ×2
unresolved
org
Shareholder Sansi Investment Holding Ltd.
p.10
unresolved
person
Yip Lai Wah
· Director
p.10
unresolved
person
Lee Chi Kuen
· Director
p.10
unresolved
person
Sie Khwan Djioe
· Notaris
p.11
unresolved
person
Humberg Lie
· Notaris
p.11 ×4
unresolved
org
PT EDI Indonesia Wisma SMR
p.13
unresolved
org
PT Ciptadana Sekuritas Asia Plaza ASIA Office Park
p.13
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