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INFORMATION DISCLOSURE
CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS TO IMPROVE THE COMPANY'S FINANCIAL
POSITION
AS REFERRED TO IN FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 14/POJK.04/2019
THIS DISCLOSURE OF INFORMATION IS MADE AND INTENDED IN ORDER TO COMPLY WITH
THE FINANCIAL SERVICES AUTHORITY (“OJK”) REGULATION NO. IX. 14/POJK.04/2019
REGARDING THE AMENDMENT TO THE REGULATION OF THE FINANCIAL SERVICES
AUTHORITY NUMBER 32/POJK.04/2015 REGARDING CAPITAL INCREASE OF PUBLIC
COMPANIES WITH PRE-EMPTIVE RIGHTS (“POJK 14/2019”).
THE INFORMATION CONTAINED IN THE DISCLOSURE OF INFORMATION TO
SHAREHOLDERS REGARDING THE PLAN TO INCREASE CAPITAL WITHOUT PRE-EMPTIVE
RIGHTS (“CAPITAL INCREASE”) (“DISCLOSURE OF INFORMATION”) IS IMPORTANT TO BE
CONSIDERED BY SHAREHOLDERS OF PT LOGINDO SAMUDRAMAKMUR TBK (“THE
COMPANY”) TO MAKE DECISIONS IN CONNECTION WITH THE CAPITAL INCREASE PLAN.
SUPPOSE YOU HAVE DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN
THIS DISCLOSURE OR ARE IN DOUBT IN MAKING A DECISION. IN THAT CASE, YOU SHOULD
CONSULT A SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC
ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR.
PT LOGINDO SAMUDRAMAKMUR TBK
(“COMPANY”)
Business Activities:
Water transportation and sea transportation support activities
Based in Central Jakarta, Indonesia
Head Office:
Graha Corner Stone, Jl. Rajawali Selatan II No. 1
Central Jakarta 10720 - Indonesia
Phone: +62 21 64713088
Website: www.logindo.co.id
Email: corporate@logindo.com
Extraordinary General Meeting of Shareholders to resolve
Capital Increase without Pre-emptive Rights in order to Improve the Company's Financial
Position will be held at the Company Office. Graha Corner Stone, Jl. Rajawali Selatan II No. 1,
Central Jakarta on November 14, 2024.
This Disclosure of Information is published in Jakarta on October 8, 2024
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THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY,
BOTH INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY
AND COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS INFORMATION
DISCLOSURE AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE INFORMATION
CONTAINED IN THIS INFORMATION DISCLOSURE IS CORRECT AND THERE ARE NO
IMPORTANT MATERIAL AND RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED SO
AS TO CAUSE THE INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE
UNTRUE AND/OR MISLEADING.
ALL INFORMATION CONTAINED IN THIS INFORMATION DISCLOSURE IS ONLY A
PROPOSAL, WHICH IS SUBJECT TO THE APPROVAL OF THE RUPSLB IN THE CONTEXT OF
CAPITAL INCREASE.
THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE CONSIDERED BY THE
SHAREHOLDERS OF PT LOGINDO SAMUDRAMAKMUR TBK (“THE COMPANY”) TO MAKE
DECISIONS IN THE COMPANY'S RUPSLB IN CONNECTION WITH THE CAPITAL INCREASE.
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DEFINITION AND ABBREVIATIONS
Master Facility Agreement : Senior Secured Credit Consolidated Amended and Restated Master
Facility Agreement dated 24 April 2024
DBS : DBS Bank Limited
DES : (Debt Equity Swap – conversion of debt into new shares in the
Company)
JTS : PT Jalan Terang Samudra, a legal entity established under the laws
of Indonesia on 26 July 2024, has its address at Office Cityloft
Sudirman Unit 10-17, Jl. K.H. Mas Mansyur No. 121, Kelurahan Karet
Tengsin, Kecamatan Tanah Abang, Kota Administrasi Jakarta Pusat,
Provinsi DKI Jakarta.
KI PMTHMETD Disclosure of Information on Capital Investment without Pre-
emptive Rights
Financial Statement : The Company's Financial Statements ended June 30, 2024, which,
have been audited by Public Accounting Firm Purwantono,
Sungkoro & Surja based on Report No.
02184/2.1032/AU.1/06/1814-3/1/IX/2024 dated September 27,
2024, which was declared fair in all material respects and signed by
Daniel, CPA.
MAS : Monetary Authority of Singapore
Menkumham : Minister of Law and Human Rights of the Republic of Indonesia
OCA : Oakshire Capital Advisors Pte Ltd, an entity incorporated under the
laws of Singapore on March 31, 2003, and having an address at 10
Anson Road, #31-10 International Plaza, Singapore 079903.
OCP IV : OCP Asia Fund IV (SF 1) Pte. Limited, an entity incorporated under
the laws of Singapore on November 13, 2019, has its registered
address at 350 Orchard Road, #21-08/10, Shaw House, Singapore
238868.
OCP V : OCP Asia Fund V (SF 1) Pte. Limited is an entity incorporated under
the laws of Singapore on July 12, 2022, and has its registered
address at 350 Orchard Road, #21-08/10, Shaw House, Singapore
238868.
OJK : Financial Services Authority
Peraturan No. I-A : Decree of the Board of Directors of PT Bursa Efek Indonesia No. Kep-
00101/BEI/12-2021 Regarding the Amendment to Regulation
Number I-A regarding the Listing of Shares and Equity Securities
Other Than Shares Issued by Listed Companies.
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PMTHMETD : Capital Investment without Pre-emptive Rights
POJK 14/2019 : Financial Services Authority Regulation No. 14/POJK.04/2019
regarding Amendment to Financial Services Authority Regulation
No. 32/POJK.04/2015 regarding Capital Increase of Public
Companies with Pre-emptive Rights
POJK 15/2020 : Financial Services Authority Regulation No. 15/POJK.04/2020 on
the Planning and Holding of General Meeting of Shareholders of
Public Companies
POJK 17/2020 : Financial Services Authority Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes in Business
Activities
GMS : General Meeting of Shareholders
EGMS : Extraordinary General Meeting of Shareholders
Serica : Serica Agency Limited, an entity incorporated under the laws of
Singapore with number 202300719M on October 14, 2020, and
having an address at 20 Cecil Street, #06-10 PLUS, Singapore
049705
UOB : United Overseas Bank Limited
USD : United States Dollar, the legal currency in the United States
UUPT : Law No. 40 Year 2007 on Limited Liability Companies as amended
and simplified most recently by Law No. 6 Year 2023 on the
Stipulation of Government Regulation in Lieu of Law No. 2 Year 2022
on Job Creation into Law.
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UMUM
A. History of Company
PT Logindo Samudramakmur Tbk (the “Company”) was established pursuant to Deed No. 55
dated August 23, 1995, made before Nurul Hidajati Handoko, S.H., Notary in Jakarta, as amended
by Deed No. 32 dated March 19, 1998, made before Nurul Hidajati Handoko, S.H., Notary in
Jakarta, which Deed of Establishment was approved by the Minister of Law and Human Rights
under No. C2-4739 HT.01.01.Th.98 dated May 5, 1998.
The Company's Articles of Association have been amended several times, most recently
amended by Deed No. C2-4739 HT.01.01.Th.98 dated May 5, 1998. 13 dated September 23, 2021,
made before Notary Sri Hidianingsih Adi Sugijanto, SH, Notary in Jakarta which in essence (i)
approved and decided to adjust the Company's line of business with the Indonesian Standard
Industrial Classification 2020 (KBLI 2020) and (ii) amend and/or adjust the Company's articles of
association with new regulations issued by OJK, in particular POJK 15/2020 and/or other related
regulations and/or stipulated and/or required by the competent authority, the deed has (i)
obtained approval from the Minister of Law and Human Rights based on Decree No. AHU-
0055118.AH.01.02.TAHUN 2021 dated October 7, 2021. .02.TAHUN 2021 dated October 7, 2021,
and (ii) received and recorded by the Minister of Law and Human Rights based on Letter of
Acceptance of Notification of Amendment to the Company's Articles of Association No. AHU-
AH.01.03-0457717 dated October 7, 2021.
B. Business Activities of the Company
The purpose and objective of the Company is to engage in Water Transportation and Sea
Transportation Supporting Activities. To achieve these purposes and objectives, the Company
may carry out businesses in the field of water transportation and sea transportation supporting
activities with KBLI No. as follows (i) KBLI No. 50131 - Domestic Sea Transportation for General
Goods, (ii) KBLI No. 50133 - Domestic Sea Transportation for Special Goods, (iii) KBLI No. 50142
- Overseas Sea Transportation for Special Goods, (iv) KBLI No. 50222 - Overseas Sea
Transportation for Special Goods, (v) KBLI No. 50222 - Overseas Sea Transportation for Special
Goods, (v) KBLI No. 50142 - Overseas Sea Transportation of Special Goods, (iv) KBLI No. 50222 -
River and Lake Transportation of Special Goods, (v) KBLI No. 50223 - River and Lake
Transportation of Dangerous Goods, (vi) KBLI No. 52225 - Ship Management Activities, and (vii)
KBLI No. 52297 - Ship Agency Services / Shipping Agency of Shipping Companies.
C. Capital Structure and Shareholder Composition
The composition of the Company's shareholders is as follows:
* 18.039.200 lembar saham yang dimiliki oleh Pacific Offshore Pte Ltd tercatat atas nama UOB Kay Hian Pte Ltd.
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D. Summary of Financial Statements
The following is an overview of critical financial data based on the Company's Financial
Statements:
30 Juni 2024
Neraca
(Dalam Dolar AS)
Asset
Current Asset 28.632.430
Nin-Current Asset 97.519.351
Total Asset 126.151.781
Liabilities
Current Liabilities 31.655.075
Non-Current Liabilities 70.945.294
Total Liabilities 102.600.369
Equity
Total Equity 23.551.412
Total Liabilities and Equity 126.151.781
30 Juni 2024
PROFIT/LOSS
(Dalam Dolar AS)
Revenue 22.011.977
Cost of revenue (14.822.711)
Gross profit 7.189.266
General and administrative expenses (2.798.754)
Other operating income 63.825
Other operating expenses (381.713)
Operating income 4.072.624
Finance income 106.433
Finance costs (4.158.754)
Profit/(loss) before final and income taxes 20.303
Final tax expense (238.778)
Income tax expense -
Loss for the period (218.475)
Other comprehensive income-net after tax (50.516)
Total comprehensive loss for the period (268.991)
E. Composition of the Board of Commissioners and Directors
Based on the Deed of Minutes of General Meeting of Shareholders No. 54 dated September 18,
2024, made before Mala Mukti, S.H.,LL.M Notary in Jakarta, the latest composition of the
Company's Board of Commissioners and Board of Directors is as follows:
Board of Commissioners
President Commissioner : Pang Yoke Min
Commissioner : Merna Logam
Independent : Estherina Arianti Djaja
Commissioners
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Board of Directors
President Director : Eddy Kurniawan Logam
Vice President Director : James Pang Wei Kuan
Director : Ragil Marzuki Sumarno
Director : Mounir Klinkhamer
Independent Director : Meyrick Alda Sumantri
INFORMATION REGARDING CAPITAL INCREASE WITHOUT HMETD
A. Information Relating to PMTHMETD
The Company's issuance of new shares in the PMTHMETD plan is carried out to improve the
Company's financial condition as referred to in Article 8B letter b POJK 14/2019 because the
Company's current financial condition meets the conditions of a public company that has
negative net working capital and has liabilities exceeding 80% (eighty percent) of the assets of
the public company at the time of the EGMS approving the PMTHMETD.
Based on the Company's Interim Consolidated Financial Statements, The Company's net working
capital is negative USD 3,022,645, with the Company's total liabilities amounting to USD
102,600,369, while the Company's total assets amounted to USD 126,151,781 so that the
percentage of the Company's total liabilities to the Company's Assets is 81.33% (Eighty-one point
thirty-three percent), where the percentage of total liabilities exceeds 80% (eighty percent) of
Total Assets as required in POJK 14/2019.
In connection with this PMTHMETD plan, the Company does not require approval from third
parties based on agreements in which the Company is a party. However, the Company still needs
to obtain approval from the EGMS and approval from or notification to MOLHR as required under
the Company Law and the Company's Articles of Association.
The total number of shares to be issued in the PMTHMETD plan is 1,750,000,000 shares (one
billion seven hundred fifty million shares), each with a nominal value of Rp 25 (twenty-five
Rupiah), which represents a maximum of 30.17% (thirty point seventeen percent) of the total
issued and fully paid shares in the Company after the implementation of PMTHMETD.
B. Proposed Use of Funds from the PMTHMETD
In connection with this PMTHMETD, the Company has received benefits in the form of money
in the form of loans in the past, and currently, the Company plans to repay part of its debt
through DES.
C. History of Debt to be Converted into Shares
As of April 24, 2024, the amount payable by the Company to:
i. UOB amounting to USD 69,211,761 which consists of principal payable and interest
capitalized
ii. DBS amounting to USD 26,027,374 which consists of principal payable and interest
capitalized
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On April 24, 2024, the Company, together with OCP IV and OCP V as Lenders (creditors) and
Serica Agency Limited as Agent (intermediary) and Security Agent (collateral intermediary),
signed the Master Facility Agreement. The total balance of the Company's debt as of April 24,
2024, to UOB and DBS, which was transferred to OCP IV and OCP V upon the signing of the
Master Facility Agreement, was USD 95,239,135.
Furthermore, on (i) August 14, 2024, the Company received transfer certificates from OCP IV,
OCP V, and OCA, which stated that part of OCP IV's bill amounting to USD 5,704,337.30 and
part of OCP V's bill amounting to USD 9,667. 091.70 against the Company based on the Master
Facility Agreement has been transferred to OCA, and (ii) August 19, 2024, the Company
received back the transfer certificate from OCA and JTS, which stated that all OCA bills
amounting to USD 15,371,429 against the Company, had been transferred to JTS.
D. Reasons and Purpose of PMTHMETD
With the repayment of the Company's debt through the issuance of new shares in the Company
(Debt Equity Swap), to be taken by OCP IV, OCP V, and JTS, the Company's capital structure will
improve and can support the Company's development in the future. In particular, implementing
PMTHMETD provides a solution to pay the Company's obligations and can improve the
Company's liquidity condition. In addition to this, the Company will also receive a positive impact
in the form of improvements;
1. The Company's capital structure increased from USD 23,551,412 to USD 43,551,412;
2. The company's net working capital is positive USD 16,977,355 from previously negative
USD 3,022,645;
3. The Company's current ratio will increase from 0.90 (zero point nine) to 2.45 (two point
forty-five). This improvement is due to the decrease in the Company's short-term
liabilities;
4. The Company's capital-to-debt ratio (total equity to total liabilities) will improve from 0.23
x (zero point twenty-three times) to 0.53 x (zero point fifty-three times). This improvement
is due to the decrease in the Company's short-term liabilities and the increase in the
Company's equity.
As the Company's current financial condition fulfills the condition of a public company that has
negative working capital and liabilities exceeding 80% (eighty percent) of the Company's assets,
the Company plans to conduct PMTHMETD by converting debt into shares in accordance with
POJK 14/2019 in Article 3 letter a, namely in the context of Improving Financial Position with due
regard to Article 8B letter b as follows:
Article 8B letter b POJK 14/2019
“A Public Company other than a bank that has negative net working capital and has liabilities
exceeding 80% (eighty percent) of the assets of the Public Company at the time of the GMS
approving the capital increase; or”
Based on POJK 17/2020, it is explained in Article 33 letter c, as follows:
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Article 33 letter c POJK 17/2020
In the event of a Material Transaction:
c. Is a capital increase as referred to in the Financial Services Authority Regulation regarding the
capital increase of a Public Company, the Public Company is only required to fulfill the
provisions of the Financial Services Authority Regulation regarding the capital increase of a
public company by providing pre-emptive rights; and
Based on the above description and in accordance with the provisions in POJK 14/2019 and POJK
17/2020, to be able to carry out this PMTHMETD, the Company must obtain prior shareholder
approval. The Company will hold an EGMS on November 14, 2024, and therefore, the Company
submits the information as stated in the Information Disclosure with the aim that the Company's
shareholders obtain and know the complete information regarding the PMTHMETD plan and are
pleased to approve the PMTHMETD plan at the EGMS.
The Company has received an approval letter from Serica (as Intermediary Agent representing
OCP IV, OCP V, and JTS) dated September 16, 2024, which approves the payment of part of the
Company's outstanding amount under the Master Facility Agreement worth USD 20,000,000 by
issuing new shares of the Company totaling 1,750,000,000 shares, to be taken by OCP IV, OCP V,
and JTS.
E. Information on Parties Participating in the PMTHMETD
In relation to the disclosure in item A (History of Debt to be Converted into Shares) and item B
(Reasons and Objectives of PMTHMETD) in the Information section regarding PMTHMETD, OCP
IV, OCP V, and JTS plan to take part in the new shares to be issued by the Company in this
PMTHMETD.
Furthermore, the following is information related to OCP IV, OCP V, and JTS as Parties taking
part in the PMTHMETD:
1. JTS
A. History of JTS
JTS was established based on Deed No. 491 dated July 26, 2024, made before Nurlisa
Uke Desy, S.H., M.Kn., Notary in Bogor Regency, which Deed of Establishment has been
approved by the MOLHR with No. AHU-0056540.AH.01.01.TAHUN 2024, dated July 29,
2024 (“JTS Deed of Establishment”).
B. JTS Board Composition
Based on the Deed of Establishment of JTS, the composition of the Board of Directors
and Board of Commissioners of JTS is as follows:
Commissioner : Roby Yohanes Nainggolan
Director: Julius Jurianto
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C. JTS Capital Structure
Based on the Deed of Establishment of JTS, the capital structure and shareholder
composition of JTS are as follows:
Number of Total Amount
%
(Rp. 100.000
Shares
per share)
Authorized Capital 10.000 1.000.000.000
Issued and Fully Paid-up
Capital:
1. PT Koloni Artha Udaya 1.500 150.000.000 60%
2. PT. Tepian Nan Cantik 1.000 100.000.000 40%
Total Issued and Fully Paid-up
2.500 250.000.000 100%
Capital
D. Affiliate Relationship
There is no affiliation between the Company and JTS nor with the management of JTS.
2. OCP IV
A. History OCP IV
OCP Asia Fund IV (SF 1) Pte. Limited is a limited liability company incorporated
under the laws of Singapore in 2019 with a registered address at 350 Orchard Road,
#21-08/10, Shaw House, Singapore 238868. OCP Asia Fund IV (SF 1) Pte. Limited is
a private investment fund managed by OCP Asia (Singapore) Pte. Ltd., a limited
liability company incorporated under the laws of Singapore licensed by the MAS to
provide fund management services.
The company has extensive experience in investing in real estate, resources,
consumer products, and logistics/industrial sectors, although it does not focus on
any one sector.
B. OCP IV Board Composition
OCP Asia Fund IV (SF 1) Pte. Limited is a fund managed by OCP Asia (Singapore) Pte.
Limited as an investment manager licensed by the MAS
C. Affiliate Relationship
There is no affiliation between the Company and OCP IV nor with the management
of OCP IV.
3. OCP V
A. History of OCP V
OCP Asia Fund V (SF 1) Pte. Limited is a limited liability company incorporated under
the laws of Singapore in 2022 with a registered address at 350 Orchard Road, #21-
08/10, Shaw House, Singapore 238868. OCP Asia Fund V (SF 1) Pte. Limited is a private
investment fund managed by OCP Asia (Singapore) Pte. Ltd., a limited liability
company incorporated under the laws of Singapore licensed by the MAS to provide
fund management services.
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The company has extensive experience in investing in the real estate, resources,
consumer products, and logistics/industrial sectors, although it does not focus on any
one sector.
B. OCP IV Board Composition
OCP Asia Fund V (SF 1) Pte. Limited is a fund managed by OCP Asia (Singapore) Pte.
Limited as an investment manager licensed by the MAS.
C. Affiliate Relationship
There is no affiliation between the Company and OCP V nor with the management of
OCP V.
F. The estimated key dates of implementation are as follows:
1. Notification of the plan and agenda of the EGMS to OJK October1, 2024
2. EGM Announcement October 8, 2024
3. Announcement of Information Disclosure of PMTHMETD October 8, 2024
4. Submission of proof of announcement of EGMS and Information October 10, 2024
Disclosure of PMTHMETD to OJK
5. Recording Date EGMS October 22, 2024
6. Summons of EGMS October 23, 2024
7. Submission of proof of EGMS Summons to OJK October 25, 2024
8. Extraordinary General Meeting Shareholders November 14, 2024
9. Announcement of EGM Minutes Summary November 18, 2024
10. Submission of proof of announcement of Summary of EGMS November 20, 2024
Minutes to OJK
G. Use of Proceeds from PMTHMETD
In this PMTHMETD, the Company will convert a loan of USD 20,000,000 (twenty million US
dollars) or Rp 325,500,000,000 (three hundred twenty-five billion five hundred million rupiahs)
into the equity of the Company in the amount of 1,750,000,000 (one billion seven hundred
fifty million) ordinary shares at a price of Rp 186 (one hundred eighty six rupiah) per share.
The debt to equity conversion as a result of PMTHMETD will be used as a repayment source of
the Company's debt to its creditors.
H. Exercise Price of Shares Issuance in the Context of PMTHMETD
The PMTHMETD to be conducted by the Company is to improve the Company's Financial
Position. Therefore, the exercise price is determined based on Item V.1.3 Appendix II of
Regulation No. I-A that performedthe exercise price is determined based on the agreement of
the parties, conducted in an arm's length transaction, does not violate applicable laws, and
is performed without harming the Non-Controlling Shareholders and Non-Principal
Shareholders.
Based on the correspondence and mutual agreement between the Company and Serica (as the
Intermediary Agent representing OCP IV, OCP V, and JTS) on September 5, 2024, and September
16, 2024, the exercise price of 1,750,000,000 (one billion seven hundred fifty million) ordinary
shares to be issued in the PMTHMETD plan is Rp 186 (One Hundred Eighty-Six Rupiah) per share.
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I. Management Discussion and Analysis of the Company's Financial Condition Related to
Restructuring by Converting Debt into Shares through PMTHMETD
1. Pro Forma Consolidated Financial of the Company Before and After PMTHMETD
The Company estimates that the PMTHMETD plan will positively affect the Company's
financial condition. The following is a comparative analysis for the period before the
transaction and after the PMTHMETD is carried out using the Financial Statements. The
following is an explanation of the affected items:
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The items in the financial statements affected are the Company's current liabilities decreased
by USD 20,000,000 (twenty million United States dollars) and an increase in the Company's
equity of USD 20,000,000 (twenty million United States Dollars).
With the PMTHMETD plan, the Company's current ratio (total current assets compared to total
current liabilities) will increase from 0.90 (zero point nine) to 2.45 (two point forty-five). This
improvement is due to the decrease in the Company's current liabilities.
The Company's capital-to-debt ratio (total equity to total liabilities) will improve from 0.23 x
(zero point twenty-three) to 0.53 x (zero point fifty-three). This improvement is due to the
decrease in the Company's short-term liabilities and the increase in the Company's equity.
On the other hand, the Company's net working capital has also improved from previously
negative USD 3,022,645 (three million twenty-two thousand six hundred forty-five United
States Dollars) to positive USD 16,977,355 (sixteen million nine hundred seventy-seven
thousand three hundred fifty-five United States Dollars).
By strengthening capital and reducing liabilities, the debt-to-capital ratio will improve. Thus,
the Company will have the opportunity to obtain financing from banks and other financing in
addition to increasing the value of the Company's Shareholders.
J. Explanation of the accounts that cause the Public Listed Company's financial position to
experience the condition as referred to in Article 8B
As of June 30, 2024, the Company's total liabilities amounted to USD 102,600,369,, and the
Company's total assets amounted to USD 126,151,781, or the Company has liabilities of 81.33%
of its assets.
The Company's net working capital as of June 30, 2024, is negative USD 3,022,645.
K. Risk or Impact of PMTHMETD on the Company's Shareholders
The implementation of PMTHMETD by converting the Company's debt into shares will , which in
turn allow the Company to continue its business activities, which will provide value for the
Company's shareholders. The current condition has shown a positive growth in demand, which
provides hope for the growth of the Company's business activities in the future.
Another risk or impact of the PMTHMETD plan is the potential dilution of the Company's current
shareholders. After the PMTHMETD is implemented, the ownership percentage of other
shareholders will decrease (dilution) by 30.17% (thirty point seventeen percent).
After PMTHMETD, OCP IV, OCP V, and JTS will become the company's new shareholders. Share
ownership by [OCP IV and OCP V and JTS] does not result in a change of control as referred to in
POJK 14/2019 Article 1 point 9.
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L. Capital Structure & Share Ownership Before and After Capital Increase Without Pre-emptive
Rights
BEFORE THE CAPITAL INCREASE PLAN AFTER THE CAPITAL INCREASE PLAN
WITHOUT PRE-EMPTIVE RIGHTS WITHOUT PRE-EMPTIVE RIGHTS
Number of Total Amount Number of Total Amount
% %
Shares (Rupiah) Shares (Rupiah)
Authorized Capital 7,200,000,000 180,000,000,000 7,200,000,000 180,000,000,000
Issued and Fully Paid-up Capital:
1. Pacific Offshore Pte. Ltd * 1,313,058,200 32,826,455,000 32.42 1,313,058,200 32,826,455,000 22.64
2. Eddy Kurniawan Logam 285,724,300 7,143,107,500 7.06 285,724,300 7,143,107,500 4.93
3. Manoj Pitamber 245,931,756 6,148,293,900 6.07 245,931,756 6,148,293,900 4.24
4. Pinky NK 209,931,000 5,248,275,000 5.18 209,931,000 5,248,275,000 3.62
5. Merna Logam 95,245,100 2,381,127,500 2.35 95,245,100 2,381,127,500 1.64
6. Ragil Marzuki Sumarno 2,000,000 50,000,000 0.05 2,000,000 50,000,000 0.03
7. Masyarakat 1,897,725,972 47,443,149,300 46.86 1,897,725,972 47,443,149,300 32.72
8. PT Jalan Terang Samudra 1,345,000,000 33,625,000,000 23.19
9. OCP Asia Fund IV (SF1) Pte Ltd 150,295,500 3,757,387,500 2.59
10. OCP Asia Fund V (SF1) Pte Ltd 254,704,500 6,367,612,500 4.39
Total Issued and Fully Paid-up Capital 4,049,616,328 101,240,408,200 100 5,799,616,328 144,990,408,200 100
Shares in Portepel 3,150,383,672 78,759,591,800 1,400,383,672 35,009,591,800
* 18,039,200 shares owned by Pacific Offshore Pte Ltd registered in the name of UOB Kay Hian Pte Ltd.
GENERAL MEETING SHAREHOLDER
The Extraordinary General Meeting of Shareholders to approve the PMTHMETD plan, will be
discussed in the agenda of the EGMS (hereinafter referred to as the “Meeting”) of the Company held
on:
Day/Date : Thursday/14 November 2024
Waktu : 10.00-finish
Venue : Company Office. Graha Corner Stone, Jl. Rajawali Selatan
II No. 1, Central Jakarta
The agenda for the Meeting is as follows:
1. Approval to increase the Company's capital through the mechanism of Capital Increase without
Pre-emptive Rights (PMTHMETD) to improve the financial position of a maximum of
1,750,000,000 (one billion seven hundred fifty million) shares related to the conversion of the
Company's debt into shares, with due respect to the provisions of laws and regulations applicable
in the capital market;
2. Approval of the authorization with substitution rights to the President Director of the Company to
implement the increase in the Company's issued and paid-up capital, and amend the provisions
of Article 4 paragraph (2) of the Company's Articles of Association as a result of the
implementation of the Capital Increase without Pre-emptive Rights;
3. Changes in the composition of the Company's Board of Commissioners.
14
Page 15
The list of Shareholders who are entitled to attend the Meeting are shareholders who are registered
in the Company's Register of Shareholders and or holders of securities sub-accounts at the close of
stock trading on the stock exchange on October 22, 2024, one trading day before the date of the
Invitation in accordance with Article 23 paragraph (2) POJK 15/2020.
Attendance Quorum and Decision of Agenda Item-[1 and 2]
a. According to the Company's Articles of Association, Agenda 1 and 2 can be held if the GMS is
attended by shareholders representing at least 2/3 (two-thirds) or 66.6667% of the total shares
with valid voting rights. The resolutions of the GMS as referred to shall be valid if approved by
more than 2/3 (two-thirds) or 66.6667% of the total shares with valid voting rights present at
the GMS;
b. Second GMS
In the event that the quorum as referred to in point a is not reached, the second GMS may be
held provided that the second GMS is valid and entitled to adopt resolutions if the GMS is
attended by shareholders representing at least 3/5 (three-fifths) of or 60% of the total number
of shares with valid voting rights, the resolutions of the second GMS are valid if approved by
more than 3/5 (three-fifths) of or 60% of the total number of shares with voting rights present
in the GMS; and
c. Third GMS
In the event that the attendance quorum at the second GMS b is not achieved, the third GMS
may be held provided that the third GMS is valid and entitled to adopt resolutions if attended by
shareholders of shares with valid voting rights within the attendance quorum and resolution
quorum determined by OJK upon the request of the Public Listed Company.
ADDITIONAL INFORMATION
Shareholders who require additional information may contact the Company during business hours at
the address:
PT LOGINDO SAMUDRAMAKMUR Tbk
Graha Corner Stone, Jl. Rajawali Selatan II No. 1
Central Jakarta 10720 – Indonesia
Telepon : +62 21 64713088
Website: www.logindo.co.id
Email: corporate@logindo.com
15
Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
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org
FINANCIAL SERVICES AUTHORITY
p.1 ×10
unresolved
person
K.H. Mas Mansyur
p.3
unresolved
person
Daniel
p.3
unresolved
org
Minister of Law and Human Rights
p.3 ×4
unresolved
org
Oakshire Capital Advisors Pte Ltd
p.3
unresolved
org
Pte. Limited
p.3 ×14
unresolved
org
Serica Agency Limited
p.4 ×2
unresolved
person
Nurul Hidajati Handoko
· Notaris
p.5 ×3
unresolved
person
Notary Sri Hidianingsih Adi Sugijanto
· Notaris
p.5
unresolved
person
Mala Mukti
· Notaris
p.6
unresolved
person
Nurlisa Uke Desy
· Notaris
p.9
unresolved
person
Roby Yohanes Nainggolan
· Commissioner
p.9
unresolved
person
Julius Jurianto
· Director
p.9
unresolved
org
PT Koloni Artha Udaya
p.10
unresolved
org
PT. Tepian Nan Cantik
p.10
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