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The announcement will be made in Bahasa Indonesia and English version
If there is any inconsistency between this version and Indonesian language version,
the Indonesian language version will prevail
DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS
IN CONNECTION WITH THE MATERIAL TRANSACTION OF
PT CIKARANG LISTRINDO Tbk
(“Company”)
This Disclosure of Information is prepared in the framework of fulfilling the Financial Services Authority
(“OJK”) requirements as regulated under OJK Regulation No. 17/POJK.04/2020 concerning Material
Transaction and Change of Business Activities (“OJK Regulation No. 17/2020”) and OJK Regulation
No. 15/POJK.04/2020 concerning Plan and Implementation of General Meeting of Shareholders of
Public Companies (“OJK Regulation No. 15/2020”).
THE DISCLOSURE OF INFORMATION AND INFORMATION CONTAINED HEREIN ARE NOT
INTENDED TO CONSTITUTE AN OFFERING DOCUMENT OR ANY OFFER TO SELL OR
SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, EITHER
DIRECTLY OR INDIRECTLY, ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION
INCLUDING IN INDONESIA, SINGAPORE, HONGKONG, EUROPE, AND THE UNITED STATES.
THE NOTES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION OR AN APPLICABLE EXEMPTION
TO THE REGISTRATION.
THE NOTES IS NOT OFFERED OR SOLD IN INDONESIA OR TO ANY INDONESIAN OR ANY
INDONESIA CITIZEN, IN A WAY THAT CONSTITUTE A PUBLIC OFFERING OR DEBT
SECURITIES OFFERING CONDUCTED WITHOUT PUBLIC OFFERING AS SET FORTH IN LAW
NO. 8 OF 1995 REGARDING CAPITAL MARKET AS LASTLY AMENDED BY LAW NO. 4 OF 2023
REGARDING DEVELOPMENT AND STRENGTHENING THE FINANCIAL SECTOR AND EVERY
IMPLEMENTATION REGULATION (INCLUDING BUT NOT LIMITED TO THE OJK REGULATION
NO. 30/POJK.04/2019 REGARDING ISSUANCE OF DEBT AND/OR SUKUK SECURITIES
CONDUCTED WITHOUT PUBLIC OFFERING) AND INFORMATION CONTAINED HEREIN ARE
NOT INTENDED TO CONSTITUTE AN OFFERING DOCUMENT OR ANY OFFER TO BUY, EITHER
DIRECTLY OR INDIRECTLY, ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION
INCLUDING INDONESIA.
THE DISCLOSURE OF INFORMATION AND INFORMATION CONTAINED HEREIN ARE
PRELIMINARY IN NATURE, AND IN THE EVENT THAT THERE IS ANY CHANGE OR ADDITIONAL
INFORMATION, THEN THE COMPANY MAY PROVIDE OTHER CHANGES OR ADDITIONAL
IMPORTANT INFORMATION AT LEAST 2 (TWO) BUSINESS DAYS PRIOR TO THE DATE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”) OF THE COMPANY
(“ADDITIONAL INFORMATION”).
THIS DISCLOSURE OF INFORMATION AND INFORMATION CONTAINED HEREIN REPRESENTS
THE ENTIRETY OF THE INFORMATION, WHICH IS IMPORTANT TO BE READ AND CONSIDERED
BY THE SHAREHOLDERS OF THE COMPANY IN MAKING A DECISION AT THE EGMS
REGARDING THE PROPOSED TRANSACTION.
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PT CIKARANG LISTRINDO Tbk
Domiciled in South Jakarta, Indonesia
Business Activities:
Generation, transmission, and distribution of electricity to end consumers.
Headquarter office:
World Trade Centre 1, 17th Floor
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920, Indonesia
Phone. +62 21 522 8122
email: corpsec@listrindo.com
website: www.listrindo.com
Jakarta, 9 October 2024
Board of Directors of the Company
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY,
SEVERALLY OR JOINTLY, SHALL BE FULLY RESPONSIBLE FOR THE ACCURACY AND
COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS DISCLOSURE OF
INFORMATION, AND CONFIRM(S) THAT THE INFORMATION PROVIDED HEREIN IS TRUE
AND THERE IS NO IMPORTANT FACT THAT IS NOT DISCLOSED OR IS OMITTED, WHICH MAY
RESULT IN THE INFORMATION CONTAINED HEREIN BEING INCORRECT AND/OR
MISLEADING.
THERE IS UNCERTAINTY AS TO WHETHER THE COMPANY MAY COMPLETE THE PROPOSED
TRANSACTION IN THE NEAR FUTURE. THE TIME, IMPLEMENTATION, AND OTHER TERMS OF
THE TRANSACTION ARE SUBJECT TO CHANGE DUE TO A NUMBER OF FACTORS,
INCLUDING BUT NOT LIMITED TO THE CONDITIONS IN THE OFFSHORE AND INDONESIAN
MARKETS.
IN COMPLIANCE WITH OJK REGULATION NO. 17/2020 AND THE ARTICLES OF ASSOCIATION
OF THE COMPANY, THE IMPLEMENTATION OF THE PROPOSED TRANSACTION CAN ONLY
BE CONDUCTED FOLLOWING THE APPROVAL OF THE SHAREHOLDERS IN THE EGMS OF
THE COMPANY.
IF YOU HAVE ANY DIFFICULTY UNDERSTANDING THE INFORMATION AS SET FORTH IN THIS
DISCLOSURE OF INFORMATION, YOU SHOULD CONSULT WITH LEGAL ADVISOR, PUBLIC
ACCOUNTANT, FINANCIAL ADVISOR OR OTHER PROFESSIONALS.
DEFINITIONS
Public Accountant : Public Accountant Ratnawati Setiadi and Public Accountant
Office of Purwantono, Sungkoro & Surja, an independent auditor,
which has conducted audit over the Company’s Financial
Statements (as defined below).
Securities Administration : PT Datindo Entrycom as the securities administration bureau
Bureau administering the Company’s securities.
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Shareholders Register : The Company’s shareholders register issued by the Securities
Administration Bureau.
Director : The incumbent members of the Board of Directors of the
Company at the time this Disclosure of Information is made.
Disclosure of Information : Information as set forth in this announcement and/or disclosure
of information, and any additional information that may or will be
available.
Commissioner : The incumbent members of the Board of Commissioners of the
Company at the time this Disclosure of Information is made.
Company’s Financial : The Company’s consolidated financial statements ending on 31
Statements December 2023 audited by the Public Accountant with an opinion
fairly, in all material respects, and in accordance with Financial
Accounting Standards in Indonesia, as stated in its report
No.00109/2.1032/AU.1/02/0698-3/1/II/2024.
MOLHR : Minister of Law and Human Rights of the Republic of Indonesia.
OJK : The Financial Service Authority as set forth under Law No. 21 of
2011 on the Financial Service Authority as lastly amended by Law
No. 4 of 2023 concerning Development and Strengthening of the
Financial Sector.
Initial Purchaser : The initial purchaser is the party whose role is to purchase the
Notes issued by the Company as the issuer and subsequently
resold to investors on a limited basis and not through a public
offering; in general, initial purchaser is an arranger/foreign bank
who is not an affiliated party of the Company.
OJK Regulation No. 42/2020 : OJK Regulation No. 42/POJK.04/2020 concerning Affiliated
Transaction and Conflict of Interest of Certain Transaction.
OJK Regulation No. 17/2020 : OJK Regulation No. 17/POJK.04/2020 concerning Material
Transaction and Amendment of Business Activities.
Company : PT Cikarang Listrindo Tbk, a public limited liability company duly
established and existing under and by virtue of the laws of the
Republic of Indonesia, domiciled in Jakarta Selatan.
Proposed Transaction : The proposed issuance of Notes by the Company which
constitutes a material transaction under OJK Regulation
No. 17/2020.
EGMS : Extraordinary General Meeting of Shareholders.
SGX-ST : Singapore Exchange Securities Trading Limited, the stock
exchange in Singapore.
2026 Notes : US$550,000,000 in principal amount of 4.95% Notes which was
issued on 14 September 2016 by Listrindo Capital B.V., the
Company’s wholly-owned subsidiary at that time, which Listrindo
Capital B.V. has transferred all rights and obligations of the notes
to the Company as of 25 September 2019.
As of the date of this Disclosure of Information, the Company has
repurchased US$50,000,000 of the Senior Notes from open
market and has arranged to cancel the Senior Notes in several
stages. The cancellation was effective and the outstanding
balance of the Senior Notes after the cancellation was
US$500,000,000.
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Notes : The Notes which will be issued by the Company in the maximum
principal amount of US$500,000,000.
I. RECITAL
To fulfill the OJK Regulation No. 17/2020, the Board of Directors of the Company announces this
Disclosure of Information to provide information to the shareholders of the Company concerning the
Company’s intention to issue Notes in the maximum principal amount of US$500,000,000, which is
considered as a material transaction as referred to in OJK Regulation No. 17/2020. The proceeds will
be utilized to partially or wholly redeem the 2026 Notes (including interest and other fees). The 2026
Notes bear a fixed interest rate of 4.95% payable twice-annually on 14 March and 14 September of
each year, and matures on 14 September 2026.
The Proposed Transaction which will be done by the Company constitutes a material transaction under
OJK Regulation No. 17/2020, which transaction is valued at more than 50% of the Company’s equity
value based on the Company’s Financial Statements.
Pursuant to OJK Regulation No. 17/2020, the Board of Directors is required to announce this Disclosure
of Information in at least, the Company’s website and Indonesia Stock Exchange website to provide
information to the shareholders of the Company on the Proposed Transaction which will be conducted
by the Company, which must obtain approval at the EGMS of the Company.
II. INFORMATION REGARDING THE PROPOSED TRANSACTION
A. THE PROPOSED TRANSACTION
1. Reasons and Background
The Proposed Transaction is conducted to increase the Company’s liquidity and to
support the Company’s general funding needs. The liquidity increase will be utilized
to partially or wholly redeem the 2026 Notes (including interest and other fees).
The Notes issuance will be carried out directly by the Company and offered to
non-affiliated parties to the Company, whom are Initial Purchaser of the 2026 Notes
and therefore the Proposed Transaction is not Affiliated Transaction and does not
constitute any Conflict of Interest as set forth in OJK Regulation No. 42/2020.
Listrindo Capital B.V., our wholly-owned subsidiary, which Listrindo Capital B.V., has
transferred all rights and obligations of the 2026 Notes to the Company as of
September 25, 2019. The Company has disclosed this information in the Disclosure
of Information dated September 27, 2019.
The Notes issuance and the 2026 Notes repayment will depend on the market
condition. The Company will observe the best condition for the Company in
accordance with the Company’s plan to issue the Notes and to partially or wholly
redeem the 2026 Notes. The 2026 Notes is still not due until 2026.
Except for listing approval from SGX-ST and approval of the Company’ shareholders
in EGMS, there is no approval from government or other agency or institution required
in the framework of Notes issuance.
2. Benefits of the Proposed Transaction to the Company
After the completion of the Proposed Transaction, the Company will benefit from
Notes with a longer maturity period.
3. Brief Summary of the Proposed Transaction
a. Object of the Proposed Transaction
The object of the Proposed Transaction is:
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The issuance of Notes by the Company, through an international offering to
institutions or other investors outside of Indonesia on a limited basis, which
will be listed on the SGX-ST.
The following is the brief summary regarding the Notes being issued:
i. Issuer:
The Company.
ii. Security:
Notes will not be secured by a certain form of security.
iii. Total Amount of Notes:
The Notes will be issued in the maximum principal amount of
US$500,000,000.
The exact total amount of the Notes will be disclosed through the
announcement at the Company’s website and Indonesia Stock
Exchange website by no later than 2 (two) business days as of the
completion of the issuance of the Notes.
iv. Use of Proceed:
The Notes to be issued by the Company in the maximum principal
amount of US$500,000,000 will be used for the refinancing of the 2026
Notes (including interest and other fees). The Company will further
disclose the use of proceed in an additional information published by the
Company by no later than 2 (two) business days as of the completion of
the issuance of the Notes.
v. Maturity of Payment of the Principal Obligation:
The maturity of the Notes is expected to be in a maximum of
10 (ten) years as of the issuance of the Notes.
More detailed description on the Maturity of Payment of the Principal
Obligation will be disclosed through the announcement at the
Company’s website and Indonesia Stock Exchange website by no later
than 2 (two) business days as of the completion of the issuance of the
Notes.
vi. Interest:
The fixed interest rate is expected to be in a maximum of 7.00% (seven
percent) per annum.
The exact interest rate of the Notes will be disclosed through the
announcement at the Company’s website and Indonesia Stock
Exchange website by no later than 2 (two) business days as of the
completion of the issuance of the Notes.
vii. Maturity for the Interest Payment:
Interest to be paid every 6 (six) months.
viii. Restrictions:
The restrictions towards the Company to be stipulated under the Notes
shall be general restrictions that may be imposed on similar transactions
to protect the holders of the Notes, which will be provided under an
Indenture or Trust Deed to be signed by the Company, which details will
be disclosed through the announcement at the Company’s website and
Indonesia Stock Exchange website by no later than 2 (two) business
days as of the completion of the issuance of the Notes.
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b. Value of the Proposed Transaction
The value of the Proposed Transaction will be issued in the maximum
principal amount of US$500,000,000, which is valued at more than 50% (fifty
percent) of the Company’s equity value based on the Company’s Financial
Statements.
c. Parties Involved in the Proposed Transaction
The following is a brief description on the Parties Involved in the Proposed
Transaction:
i. The Company as the Issuer
Brief Description
The Company is a public limited liability company duly established
and existing under the laws of the Republic of Indonesia based on
Deed of Establishment No. 187 dated 28 July 1990 as amended with
(i) Deed of Amendment No. 22 dated 22 June 1991 and (ii) Deed of
Amendment No. 29 dated 26 July 1991, all drawn up before Lukman
Kirana, S.H., Notary in Jakarta, which have been approved by
MOLHR based on Decree No. C2-5479.HT.01.01.TH’91 dated
5 October 1991, and registered on the District Court of Central Jakarta
under (i) No. 1657/1992, (ii) No. 1658/1992, and (iii) No. 1659/1992,
all dated 29 June 1992, and published in State Gazette No. 88 dated
2 November 1993, Supplement No. 5163 (“Company’s Deed of
Establishment”).
The Company’s Deed of Establishment has been amended several
times, lastly based on Deed of Meeting Resolution No. 09 dated 8
November 2021, drawn up before Edward Suharjo Wiryomartani,
S.H., M.Kn., Notary in West Jakarta, which have been approved by
MOLHR based on Decree No. AHU-0063287.AH.01.02.TAHUN 2021
dated 10 November 2021 and registered on the Companies Register
under No. AHU-0196981.AH.01.11.TAHUN 2021 dated 10 November
2021 (“Deed No. 09/2021”).
Capital Structure and Shareholders Composition
Capital Structure
As stipulated under Deed No. 09/2021, the capital structure of the
Company is as follows:
Authorized Capital : IDR 11,582,752,000,000
Issued Capital : IDR 3,217,431,200,000
Paid-up Capital : IDR 3,217,431,200,000
The Authorized Capital of the Company consists of 57,913,760,000
shares with a nominal value of IDR 200 per share.
Shareholders Composition
The shareholders composition of the Company as of this Disclosure
of Information based on the Shareholders Register dated 30
September 2024 issued by the Securities Administration Bureau, is
as follows:
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No. Shareholder Number of Shares %
1. PT Brasali Industri : 4,285,134,845 26.64
Pratama
2. PT Pentakencana : 4,285,064,945 26.64
Pakarperdana
3. PT Udinda Wahanatama : 4,903,778,030 30.48
4. Public 2,331,816,150 14.49
5. Treasury shares : 281,362,030 1.75
TOTAL : 16,087,156,000 100.00
The composition of the Board of Directors and Board of
Commissioners
In accordance with the Deed of Shareholders Resolution No. 11 dated
12 June 2024, drawn up before Edward Suharjo Wiryomartani, S.H.,
M.Kn., Notary in West Jakarta, which has been notified to MOLHR
based on Acknowledgement Letter of Amendment of Company’s
Data No. AHU-AH.01.09-0216016 dated 20 June 2024 and registered
on the Companies Register under No. AHU-
0121623.AH.01.11.TAHUN 2024 dated 20 June 2024, the
composition of the Board of Directors and Board of Commissioners of
the Company is as follows:
Board of Commissioners
President Commissioner : Sutanto Joso
Commissioner : Iwan Putra Brasali
Commissioner : Fenza Sofyan
Commissioner : Djeradjat Janto Joso
Independent Commissioner : Ir. Kiskenda Suriahardja
Independent Commissioner : Drs. Josep Karnady
Board of Directors
President Director : Andrew Kukkutahlie Labbaika
Vice President Director : Png Ewe Chai
Director : Matius Sugiaman
Director : Christanto Pranata
Director : Richard Noel Flynn
Financial Information Higlights
Consolidated financial information highlights as of 31 December 2023
and for the year then ended have been audited by Ratnawati Setiadi,
Public Accountant from the Public Accounting Firm of Purwantono,
Sungkoro and Surja with the opinion that the consolidated financial
statements presented fairly in all material respects and in accordance
with Financial Accounting Standards, as stated in their report No.
00109/2.1032/AU.1/02/0698-3/1/II/2024 dated 29 February 2024.
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PT Cikarang Listrindo Tbk and its Subsidiary
Consolidated Statement of Financial Position as of 31 December 2023 (Audited)
31 December 2023 31 December 2022
(in US$) (in US$)
ASSET
CURRENT ASSETS
Cash and cash equivalents 244,291,095 305,083,705
Trade receivables – net 58,614,727 57,251,462
Other receivables 3,273,075 1,747,370
Finance lease receivables 230,574 -
Inventories – net 68,742,158 63,427,420
Advances 4,226,000 2,751,498
Prepaid expenses 766,878 660,008
Investments 176,163,985 111,132,647
TOTAL CURRENT ASSETS 556,308,492 542,054,110
NON-CURRENT ASSETS
Finance lease receivables – net of current 5.817.572 -
maturities
Advances for purchases of property, plant, 3.384.548 3.904.596
and equipment
Claims for tax refund - 25.372.222
Right-of-use assets – net 4.990.301 3.919.565
Property, plant and equipment – net 742.671.964 775.267.979
Investment property – net 9.672.175 10.082.302
Other non-current assets 1.384.236 1.017.699
TOTAL NON-CURRENT ASSETS 767.920.796 819.564.363
TOTAL ASSETS 1,324,229,288 1,361,618,473
LIABILITY AND EQUITY
LIABILITIES
CURRENT LIABILITIES
Trade payables 33.082.659 33.482.791
Other payables 497.229 227.652
Taxes payables 14.717.303 11.010.213
Accrued expenses 8.654.182 9.326.985
Current maturities – of lease liabilities 865.019 703.605
TOTAL CURRENT LIABILITIES 57.816.392 54.751.246
NON-CURRENT LIABILITIES
Customers’ deposits 45,349,902 43,354,565
Notes payable 495,541,490 544,045,453
Lease liabilities 3,277,348 2,215,769
Net deferred tax liabilities 4,557,578 5,760,854
Estimated liability for employee benefits 13,562,232 11,729,621
TOTAL NON-CURRENT LIABILITIES 562,288,550 607,106,262
TOTAL LIABILITIES 620.104.942 661.857.508
EQUITY
Share capital - Rp200 par value per share
Authorized – 57,913,760,000 shares
Issued and fully paid – 16,087,156,000 282,002,166 282,002,166
shares
Treasury shares – 328,937,710 shares (17,434,373) (18,775,590)
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Additional paid-in capital 147,382,663 147,628,171
Translation adjustment (785,664) (913,780)
Changes in fair value of available-for-sale (2,004,253) (3,484,328)
investments
Retained earnings
Appropriated for general reserve 1,575,971 1,503,435
Unappropriated 293,387,836 291,800,891
TOTAL EQUITY 704,124,346 699,760,965
TOTAL LIABILITIES AND EQUITY 1,324,229,288 1,361,618,473
Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year
Ended 31 December 2023 (Audited)
31 December 2023 31 December 2022
(in US$) (in US$)
NET SALES
Industrial estates 472.164.042 476.938.354
PT Perusahaan Listrik Negara (Persero) 73.914.983 73.512.516
(PLN)
TOTAL NET SALES 546.079.025 550.450.870
Fuel expenses (266,434,007) (261,462,987)
Depreciation expenses (58,244,326) (56,547,058)
Employee expenses (57,393,735) (50,654,233)
Repair and maintenance expenses (17,492,538) (15,569,635)
Other operating expenses (17,757,095) (14,938,380)
Other income 4,133,379 1,186,696
Other expenses (8,334,215) (18,876,823)
PROFIT FROM OPERATIONS 124.556.488 133.588.450
Interest income 19,083,553 8,230,406
Final tax on interest income (3,660,364) (1,409,424)
Finance costs (27,698,082) (29,108,772)
PROFIT BEFORE INCOME TAX 112,281,595 111,300,660
INCOME TAX BENEFIT (EXPENSE)
Current (36,790,571) (18,843,604)
Deferred 1,485,771 (19,921,362)
INCOME TAX EXPENSES - NET (35,304,800) (38,764,966)
PROFIT FOR THE YEAR 76,976,795 72,535,694
OTHER COMPREHENSIVE INCOME
(LOSS):
Item that may be reclassified to profit or
loss:
Translation adjustment 128,116 (727,383)
Changes in fair value of available-for-sale 1,897,532 (4,707,096)
investments
Income tax relating to changes in fair value (417,457) 1,035,561
of available-for-sale investments
1,480,075 (3,671,535)
Item that will not be reclassified to profit
or loss:
Remeasurement gain (loss) on estimated (613,465) 420,736
liability for employee benefits
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Income tax relating to remeasurement gain 134,962 (92,562)
(loss) on estimated liability for
employee benefits
(478,503) 328,174
TOTAL OTHER COMPREHENSIVE 1,129,688 (4,070,744)
INCOME (LOSS) FOR THE YEAR,
NET OF INCOME TAX
TOTAL COMPREHENSIVE INCOME FOR 78,106,483 68,464,950
THE YEAR
EBITDA 204,860,460 209,520,548
Additional Operational Data
The table below shows the Company’s 31 December 2023 31 December 2022
operational data:
Installed Capacity (MW) 1,165.2 1,156.5
- Conventional (MW) 1,116 1,116
- Renewable Energy (MW) 49.2 31.2
Number of Customers (Customer) 2,650 2,595
Energized Capacity (MVA) 1,254 1,234
Electricity Supplied (GWh) 4,258 4,413
Availability Factor (%) 92.8 93.5
Net Capacity Factor (%) 55.8 56.9
Network Distribution and Transmission 0.5 0.6
Line Losses (%)
Key Financial Ratios
31 December 2023 31 December 2022
Cash Ratio (times) 4.2 5.6
Quick Ratio (times) 8.3 8.7
Current Ratio (times) 9.6 9.9
Ratios Required by
Notes 2026
Fixed Charge 7.4 7.2
Coverage Ratio
(times)1
Net Debt to EBITDA 0.5 0.9
Ratio (times)2
Notes:
1
Fixed Charge Coverage Ratio is calculated by dividing Earnings Before Interest, Tax,
Depreciation and Amortization (EBITDA) with Fixed Charges. The minimum ratio
requirement is 1-2.5x.
2
Ratio requirements must be lower than 3.75x.
ii. the Initial Purchasers
The summary of descriptions of the Initial Purchaser will be disclosed
through the announcement at the Company’s website and Indonesia
Stock Exchange website by no later than 2 (two) business days as of
the completion of the issuance of the Notes.
d. Use of Proceeds
To partially or wholly redeem the 2026 Notes (including interest and other
fees), as explained below:
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The outstanding principal amount of 2026 Notes is USD$500,000,000 as of
this Disclosure of Information (excluding interest).
Below are the details of 2026 Notes which will be redeemed using the
proceeds from the issuance of Notes:
1. US$550,000,000 4.95% Senior Notes due 2026
Parties : i. Listrindo Capital B.V., a subsidiary, as the
issuer that has transferred all rights and
obligations of the 2026 Notes to the
Company as of September 25, 2019.
ii. The Bank of New York Mellon as Trustee
Interest : 4.95%, payable twice-annually on 14 March and
14 September of each year, commencing
March 14, 2017.
Period : 10 years since the issuance date.
Maturity date : 14 September 2026
Use of : The net proceeds of the issuance of 2026 Notes,
Proceeds of after deducting offering expenses, were used to
2026 Notes (i) redeem a substantial portion of the
US$500,000,000 principal amount of notes due
2019 which were issued in February 2012 by
Listrindo Capital B.V., the Company’s wholly-
owned subsidiary, and which bore interest at
6.95% per annum and were unconditionally and
irrevocably guaranteed by the Company,
including interest and expenses due to
repayment of 2026 Notes and (ii) general
corporate purposes.
B. THE PROPOSED TRANSACTION CONSTITUTES A MATERIAL TRANSACTION
The Proposed Transaction constitutes a Material Transaction pursuant to OJK Regulation
No. 17/2020, considering that the value of the Proposed Transaction is more than 50%
(fifty percent) of the Company’s equity based on the Company’s Financial Statements.
Based on the Company’s Financial Statements, the Company equity value for the year
ended on 31 December 2023 is US$704,124,346. The Notes issuance value represents
71.01% of the Company’s equity based on the Company’s Financial Statements.
Therefore, based on OJK Regulation No. 17/2020, the Proposed Transaction must obtain
prior approval at the EGMS of the Company.
Furthermore, considering that the Notes will be issued through international offering to
institutions or other investors outside the jurisdiction of Indonesia; and Notes to be issued
will not be offered to any of the Company’s affiliates, the Proposed Transaction is not an
affiliated transaction as set forth under OJK Regulation No. 42/2020. The Company
ensures that the Proposed Transaction will not harm the Company and hence does not
create a conflict of interest as set forth under OJK Regulation No. 42/2020.
III. IMPACTS TO THE COMPANY’S FINANCIAL CONDITION AS A RESULT
OF THE PROPOSED TRANSACTION
The issuance of Notes is expected to maintain the Company's liquidity and extend the maturity
period of its debt through a bullet payment scheme at maturity. The Company believes that by
extending the maturity period of its debt, the Company can pursue further business development.
The issuance of Notes may increase the Company’s interest expenses. However, the issuance of
Notes will also extend maturity date of the Company’s debt. With a longer maturity period, this
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transaction is expected to maintain liquidity and support the Company's future growth and provide
added value to its stakeholders.
The impact of the Notes issuance on the Company’s Financial Statements is as follows:
The Company’s cash ratio become 3.9x, quick ratio become 7.9% and current ratio become 9.3%.
This changes in ratios do not have a material impact on the Company's performance. These ratios
may vary depending on the amount used to redeem debts, payment for future capital expenditure,
support the Company’s general needs, and there is no material impact to other key financial ratios.
The Notes issuance does not create any potential violation of the financial covenant on debt/loan
owned by the Company.
IV. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(“EGMS”)
In accordance with the prevailing laws and regulations, the Proposed Transaction as described in
the Disclosure of Information will be submitted for approval at the Company’s EGMS to be held on
Friday, 22 November 2024 at 10.00 a.m. Western Indonesian Time.
The Company’s EGMS Agenda is “Approval from shareholders regarding the plan to issue debt
securities denominated in U.S. Dollars to be issued by the Company through an offering that is not
a public offering or a debt security offering conducted without a public offering based on Law No.
8 of 1995 regarding Capital Market, as lastly amended by Law No. 4 of 2023 regarding the
Development and Strengthening of the Financial Sector (including, but not limited to, the Financial
Services Authority Regulation No. 30/POJK.04/2019 regarding the Issuance of Debt Securities
and/or Sukuk Conducted Without a Public Offering) to investors outside the territory of the Republic
of Indonesia, which constitutes a material transaction based on the Financial Services Authority
Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities.”
Wednesday, 23 October 2024 at 16.15 Western Indonesia Time, is set as the date of the
Shareholders Register (“Recording Date”) to determine the shareholders of the Company who
are entitled to attend and issue votes in the EGMS. The shareholders registered in the Recording
Date are entitled to issue one vote for each share that they own to approve the Proposed
Transaction mentioned above.
The following are the important dates in relation to the EGMS of the Company.
Event Date
Announcement of EGMS of the Company and Disclosure of 9 October 2024
Information regarding Material Transaction
Recording Date 23 October 2024
Invitation of EGMS 24 October 2024
Changes or additional information on the Disclosure of 20 November 2024
Information regarding Material Transaction (if any)
EGMS of the Company 22 November 2024
Announcement and submission of a summary of the 26 November 2024
Extraordinary General Meeting of Shareholders (EGMS) results
on the e-GMS provider's website, namely KSEI, the Indonesia
Stock Exchange website, and the Company's website.
Submission of a copy of the EGMS Minutes to the Financial 20 December 2024
Services Authority (OJK) and the Indonesia Stock Exchange
Pursuant to the Articles of Association of the Company, the EGMS may be convened if attended
by the shareholders or its authorized proxies representing more than 2/3 (two-third) of the amount
of issued shares with voting rights. The EGMS resolutions are valid if approved by more than 2/3
(two-thirds) of the total shares with voting rights present at the EGMS.
In the event that the quorum of attendance at the EGMS is not achieved in the first EGMS, the
second EGMS may be convened if attended by the shareholders or its authorized proxies
representing at least 3/5 (three-fifths) of the amount of issued shares with voting rights. The second
12
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EGMS resolutions are valid if approved by more than 2/3 (two-thirds) of the total shares with voting
rights present at the second EGMS.
In the event that the quorum of attendance at the EGMS is not achieved in the second EGMS, the
third EGMS may be held provided that the third EGMS is valid and has the right to make decisions
if attended by shareholders of shares with valid voting rights in the attendance quorum and
resolution quorum determined by OJK at the Company's request.
The attendance and resolution quorum provisions for the first and second EGMS refer to the
Company's Articles of Association, which determines larger quorum than the quorum provisions
stipulated in Article 41 paragraph (1) OJK Regulation No. 15/2020.
If the Proposed Transaction does not obtain approval at the EGMS, then the proposal can
be re-submitted at the shortest 12 (twelve) months after the completion of EGMS that does
not approve of the Proposed Transaction.
V. RECOMMENDATION OF THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS
After conducting a comprehensive analysis, the Board of Directors and Board of Commissioners of
the Company recommend all shareholders of the Company to approve of the Proposed Transaction
at the EGMS to be held on Friday, November 22, 2024 at 10.00 a.m. Western Indonesian Time.
The Board of Directors and Board of Commissioners believe that the Proposed Transaction is in
the best interests of the Company and the shareholders of the Company.
VI. STATEMENT OF BOARD OF COMMISSIONERS AND BOARD OF
DIRECTORS
1. The Disclosure of Information is complete and in accordance with the requirements
stipulated in POJK 17/2020.
2. The Proposed Transaction is not an affiliated transaction and does not contain a conflict of
interest as set forth in POJK 42/2020.
3. The statements in the Disclosure of Information do not contain any false or misleading
statements, information, or facts, and include all material information or facts necessary for
investors to make decisions regarding the Proposed Transaction.
VII. ADDITIONAL INFORMATION
If the shareholders have any further questions regarding the Proposed Transaction, they may
contact the Company's Corporate Secretary during the Company’s business days and hours at the
address listed below:
PT CIKARANG LISTRINDO Tbk
World Trade Centre 1, 17th Floor
Jl. Jend. Sudirman Kav. 29-31
Jakarta 12920, Indonesia
Phone. +62 21 522 8122
email: corpsec@listrindo.com
website: www.listrindo.com
Jakarta, 9 October 2024
Board of Directors of the Company
13
Page 14
14
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
PT Datindo Entrycom
p.2
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Singapore Exchange Securities Trading Limited
p.3
unresolved
org
Listrindo Capital B.V.
p.3 ×6
unresolved
org
Indonesia Stock Exchange
p.4 ×8
unresolved
person
Lukman Kirana
· Notaris
p.6
unresolved
person
Edward Suharjo Wiryomartani
· Notaris
p.6 ×3
unresolved
person
Ir. Kiskenda Suriahardja Independent
p.7 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
2916 ms
12 Sep 2026 22:57
Raw output
{'appraiser_exempt': None,
'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}