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20241004_FILM_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_31732656_lamp2.pdf
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ADDITIONAL AND/OR AMENDMENT TO THE DISCLOSURE OF INFORMATION TO
SHAREHOLDERS OF PT MD ENTERTAINMENT TBK (THE “COMPANY”)
ON THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS (NPR)
This Disclosure of Information is an Additional and/or Amendment to the Disclosure of Information
announced on 28 August 2024. This Disclosure of Information is announced in order to comply with the
provision of the Financial Services Authority / Otoritas Jasa Keuangan (“OJK”) Regulation No.
32/POJK.04/2015 on Capital Increase in Public Companies with Pre-Emptive Rights as lastly amended to
OJK Regulation No. 14/POJK.04/2019 on the Amendment of OJK Regulation No. 32/POJK.04/2015 on
Capital Increase in Public Companies with Pre-Emptive Rights (“POJK No. 14/2019”).
PT MD ENTERTAINMENT TBK
Main Business Activities:
Film Production
Domiciled in Jakarta, Indonesia
Head Office:
MD Place Tower I
Jalan Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan 12910
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION OR DOUBT IN MAKING A DECISION, IT IS ADVISABLE TO
CONSULT WITH YOUR SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR,
PUBLIC ACCOUNTANT, OR OTHER PROFESSIONAL ADVISORS.
THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF THE COMPANY, BOTH
INDIVIDUALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND
CORRECTNESS OF ALL MATERIAL INFORMATION OR FACTS CONTAINED IN THIS
DISCLOSURE OF INFORMATION. THE BOARD OF DIRECTORS AND BOARD OF
COMMISSIONERS OF THE COMPANY DECLARE THE COMPLETENESS OF INFORMATION AS
DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND AFTER CONDUCTING CAREFUL
RESEARCH, CONFIRM THAT THE INFORMATION DISCLOSED IN THIS DISCLOSURE OF
INFORMATION IS ACCURATE AND THERE ARE NO MISSTATEMENT OF MATERIAL FACTS THAT
OR NO OMISSION OF MATERIAL FACTS THAT MAY CAUSE THE MATERIAL INFORMATION IN
THIS DISCLOSURE OF INFORMATION BECOME INACCURATE AND/OR MISLEADING.
THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS AS STATED IN THIS
DISCLOSURE OF INFORMATION WILL BE SUBJECT TO THE APPROVAL OF THE INDEPENDENT
SHAREHOLDERS IN THE COMPANY’S GENERAL MEETING OF SHAREHOLDERS.
THE BOARD OF DIRECTORS OF THE COMPANY STATES THAT THE INFORMATION CONTAINED
IN THIS DISCLOSURE OF INFORMATION IS INTENDED TO PROVIDE COMPLETE INFORMATION
AND DESCRIPTION TO THE COMPANY'S SHAREHOLDERS REGARDING THE CAPITAL
INCREASE PLAN WITHOUT PRE-EMPTIVE RIGHTS AS PART OF COMPLIANCE WITH POJK NO.
14/2019.
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THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND UNDERSTOOD BY THE
INDEPENDENT SHAREHOLDERS OF THE COMPANY IN ORDER TO MAKE ANY DECISIONS ON
THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS.
THIS DISCLOSURE OF INFORMATION IS SIMULTANEOUSLY ANNOUNCED ON THE INDONESIAN
STOCK EXCHANGE WEBSITE WWW.IDX.CO.ID AND THE COMPANY’S WEBSITE
MDENTERTAINMENT.COM/.
This Disclosure of Information is published in Jakarta on 4 October 2024.
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I. DEFINITIONS AND ABBREVIATIONS
Affiliate : shall have the meaning as referred to in Article 1 point (1) of
the Capital Market Law.
Capital Market Law : means Law No. 8 of 1995 on Capital Markets as amended by
UUP2SK.
Company : means PT MD Entertainment Tbk, domiciled in Jakarta, a
public company whose shares are listed on the IDX, which is
established and operated under the laws of the Republic of
Indonesia.
CSSA at MD : means Conditional Share Subscription Agreement dated 3
October 2024 entered into by and between the Company and
SI.
CSSA at NETV : means the Conditional Shares Subscription Agreement dated
26 August 2024 as amended from time to time entered into by
the Company and NETV.
EGMS : means Extraordinary General Meeting of Shareholders that
will be held on 8 October 2024.
Financial Statements : means Financial Statements of the Company that have been
audited by the Public Accounting Firm Jamaludin, Ardi,
Sukimto, & Partners for the period ending on 30 April 2024.
First NPR : means a capital increase without pre-emptive rights by the
Company where SI subscribed for new shares issued by the
Company with a total subscription price of IDR
661,947,341.36.
IDX : means Indonesia Stock Exchange, as defined in Article 1 point
(4) of Capital Market Law, in this case is administered by PT
Bursa Efek Indonesia, domiciled in Jakarta.
IDX Regulation No. I-A : means IDX Regulation No. I-A on Listing of Shares (Stock)
and Equity-type Securities other than Stock Issued by the
Listed Company, Appendix of the Decision of the Board of
Directors of the IDX No. Kep-00101/BEI/12-2021.
IIH : means PT Indika Inti Holdiko, a limited liability company
established under the law of the Republic of Indonesia.
Independent Shareholders : shall have the meaning as referred to in Article 1 point (1) of
OJK Regulation No. 42/POJK.04/2020 on Affiliated Party
Transactions and Conflict of Interest Transactions.
KSEI : means PT Kustodian Sentral Efek Indonesia, which performs
custodian tasks as defined in Article 1 point (8) of Capital
Market Law.
Material Transaction Plan : means a series of transactions carried out in connection with
the acquisition of NETV by the Company, consisting of several
transactions that constitute as a Material Transaction under
OJK Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities, where the
disclosure of information regarding these transactions being
announced concurrently with this Disclosure of Information.
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MOLHR : means Ministry of Law and Human Rights of the Republic of
Indonesia.
NETV : means PT Net Visi Media Tbk, a publicly listed company
established under the laws of the Republic of Indonesia, with
its registered office at Graha Mitra, 4th Floor, Jl. Jend. Gatot
Subroto Kav. 21, Karet Semanggi, Jakarta 12930.
New Shares : means primary shares issued from the Company’s portfolio in
the maximum amount of 951.121.700 shares with a nominal
value of IDR 100 per share which are equal to maximum of
10% from the fully issued and paid-up capital of the Company
on the date of this Disclosure of Information as stipulated in
the Deed of Meeting Resolutions of the Board of
Commissioners of the Company No. 52 dated 17 December
2018 made before Leolin Jayayanti, S.H., M.Kn., Notary in
Jakarta, which has obtained receipt of notification of the
amendment to the articles of association from the MOLHR
based on Letter No. AHU.AH-01.03-0276873 dated 18
December 2018 and has been registered in the Register of
Companies at the MOLHR under No. AHU-
0172575.AH.01.11.Tahun 2018 dated 18 December 2018.
NPR Plan : means the capital increase without pre-emptive rights by the
Company, which will be carried out in accordance with the
provisions of POJK No. 14/2019.
OJK : means Otoritas Jasa Keuangan / Financial Services Authority,
an independent institution as referred to in Law No. 21 of 2011
on the Financial Services Authority as amended by UUP2SK,
whose duties and authorities include regulation and
supervision of financial service activities in the banking sector,
capital market, insurance, pension funds, financing
institutions, and other financial institutions.
POJK No. 14/2019 : means OJK Regulation No. 32/POJK.04/2015 on Capital
Increase in Public Companies with Pre-Emptive Rights as
lastly amended by OJK Regulation No. 14/POJK.04/2019.
POJK No. 42/2020 : means OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict-of-Interest Transactions.
Remaining NPR (if any) : means a capital increase without pre-emptive rights by the
Company where the number of shares issued is a maximum
of 10% (ten percent) of the current issued and paid-up capital
reduced by the number of shares issued in the First NPR,
hence the total NPR is a maximum of 10% (ten percent) of the
current issued and paid-up capital.
SI : means PT Samuel International, a limited liability company
established under the laws of the Republic of Indonesia.
SLM : means PT Sinergi Lintas Media, a limited liability company
established under the laws of the Republic of Indonesia.
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TI : means PT Teladan Investama, a private company established
under the laws of the Republic of Indonesia.
UUP2SK : means Law No. 4 of 2023 on the Development and
Strengthening of Financial Sector.
II. RECITALS
This Disclosure of Information is announced in order for the Company’s shareholders receiving
full information on the NPR Plan as stipulated in POJK No. 14/2019 and in accordance with the
prevailing laws and regulations, and the Company’s articles of association. The NPR is subject
to prior approval from the Independent Shareholders of the Company, which will be held on 8
October 2024.
The agenda of the EGMS in the context of NPR Plan is “approval related to the Company's
plan to increase capital without pre-emptive rights up to 10% of the Company's issued and
paid-up capital (PMTHMETD I)” where:
1. EGMS can only be held if attended by more than 1/2 (one-half) of the total number of
shares with valid voting rights owned by Independent Shareholders; and
2. Resolutions of the EGMS are valid if approved by more than 1/2 (one-half) of the total
number of shares with valid voting rights owned by Independent Shareholders.
In the event that the quorum as referred to above is not achieved, the second EGMS (i) can
only be held if attended by more than 1/2 (one-half) of the total number of shares with valid
voting rights owned by Independent Shareholders and (ii) resolutions are valid if approved by
more than 1/2 (one-half) of the total number of shares with valid voting rights owned by
Independent Shareholders present.
In the event that the quorum of the second EGMS mentioned above is not achieved, the third
EGMS is valid and entitled to make resolutions if attended by Independent Shareholders with
valid voting rights in the attendance quorum determined by OJK at the request of the Company.
The resolutions of the third EGMS shall be valid if approved by the Independent Shareholders
representing more than 50% (fifty percent) of the shares owned by the Independent
Shareholders present.
As of the date of this Disclosure of Information, the Company has not received any objection
statement from certain parties including but not limited to the Company's creditors related to
the NPR Plan by the Company.
There are no approvals and/or licenses from the government or other government entities or
institutions that must be obtained by the Company in order to carry out the plan of Material
Transaction.
III. DESCRIPTION ON THE NPR PLAN
A. Information on NPR
In accordance with POJK No. 14/2019, since the NPR is conducted for purposes other than
improving the financial position, the following must be done:
(i) for a maximum of 10% (ten percent) of the number of shares of the Company that have
been issued and fully paid-up; and
(ii) within a period of 2 (two) years from the EGMS that approves the NPR Plan.
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The Company will issue up to 951,121,700 (nine hundred fifty-one million one hundred twenty-
one thousand seven hundred) shares with a nominal value of IDR 100 (one hundred Rupiah)
per share or equivalent to a maximum of 10% (ten percent) of the issued and paid –up capital
of the Company after the implementation of the NPR as stipulated in the Deed of Meeting
Resolutions of the Board of Commissioners of the Company No. 52 dated 17 December 2018
made before Leolin Jayayanti, S.H., M.Kn., Notary in Jakarta, which has obtained receipt of
notification of the amendment to the articles of association from the MOLHR based on Letter
No. AHU.AH-01.03-0276873 dated 18 December 2018 and has been registered in the Register
of Companies at the MOLHR under No. AHU-0172575.AH.01.11.Tahun 2018 dated 18
December 2018. The issued shares amounted to 951,121,700 shares, including the shares to
be subscribed by SI in the First NPR. The New Shares will be listed on IDX in accordance with
the applicable laws and regulations.
The execution price of the New Shares in the NPR Plan must comply with the IDX Regulation
No. I-A, which is at least 90% (ninety percent) of the average closing price of the Company's
shares traded on the IDX over 25 (twenty-five) consecutive trading days in the regular market
prior to the date of the application for additional share listing on the IDX.
As part of the NPR Plan, the Company signed the CSSA at MD on 3 October 2024, where SI
will subscribe to the new shares to be issued by the Company with a total subscription price of
IDR 661,947,341,364 (“First NPR”). CSSA at MD provides that if at the above subscription
price SI receives odd lot shares, then the amount of subscription price payable by SI will be
reduced accordingly so that SI will receive whole lot shares from the Company.
The preliminary conditions stipulated in the CSSA include obtaining approval from the
Independent Shareholders by the Company. There are no clauses in the CSSA at MD that
could potentially harm the rights of the Company's public shareholders.
B. Purposes and Objectives of the NPR Plan
The issuance of New Shares will increase the number of shares issued by the Company, which
is expected to increase the liquidity of the Company’s share trading. The implementation of the
NPR will also provide additional funds to the Company to support the development of the
Company and its subsidiaries and strengthen the capital structure of the Company. This
advantage will subsequently provide added value towards the shareholders of the Company.
C. Proposed Use of Proceeds from the NPR Plan
The proceeds obtained from the First NPR will be used by the Company to partially fund the
Material Transaction Plan. The disclosure of information regarding the Material Transaction
Plan is announced on the same date as this Disclosure of Information on the IDX website and
the Company’s website.
Meanwhile, the funds obtained from the Remaining NPR (if any) by the Company (if conducted)
will be used for the development of the Company group’s business activities and to pursue
potential expansion opportunities, in line with the business development and funding needs of
the Company.
The Company plans to have more resources to realize its ambition of expanding its business
reach into this new and promising sector. More specifically, the Company, acting as a
production house, intends to increase its working capital in order to produce more content to
be broadcast through its newly acquired television company. The Company aims to repeat its
past success in producing television content loved by viewers. With its proven experience and
expertise in creating high-quality programs, the Company is confident that it can deliver content
that is engaging and relevant to television audiences.
Furthermore, in the event that the plan to use the Remaining NPR proceeds (if any) by the
Company is used for transactions that constitute as:
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1. affiliated transactions and/or transactions containing conflicts of interest, thus the Company
is obliged to fulfill the provisions as stipulated in POJK No. 42/2020;
2. material transactions, thus the Company must comply with the provisions as stipulated in
POJK No. 17/2020; and
3. information or material facts, the Company must comply with the provisions as stipulated
in OJK Regulation No. 31/POJK.04/2015 on the Disclosure of Material Information or Facts
By Issuers or Public Companies.
In order to carry out the Material Transaction Plan, the Company plans to obtain funding through
loans from third party banks which is assumed to be IDR 795,000,000,000. Moreover, the rest
comes from the Company's internal cash obtained by the Company through the First NPR by
the Company.
D. Indicative Timeline from the NPR Plan
The NPR Plan will only be executed after the Company obtains approval from the Independent
Shareholders at the EGMS.
The first implementation of the First NPR is scheduled as follows:
• Application for additional share listing by the Company : 18 October 2024
• Announcement of the new share issuance plan : 18 October 2024
• Submission of the evidence of NPR implementation : 22 October 2024
announcement to OJK
• Payment of new share listing fees by the Company : 25 October 2024
• Issuance, distribution and listing of the Company’s new shares : 25 October 2024
The EGMS will be held both physically and electronically through the Electronic General Meeting
System provided by KSEI on:
Day : Tuesday, 8 October 2024
Time : 10:00 – onwards
Venue : MD Place Tower I
Jalan Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan
The agenda related to the NPR to be discussed in the Company's EGMS includes the approval
of the plan for capital increase without pre-emptive rights by the Company, up to a maximum
of 10% of the Company’s issued and paid-up capital.
The remaining New Shares not issued under the First NPR may be issued within 2 (two) years
from the EGMS approving the NPR Plan through the Remaining NPR (if any). The Remaining
NPR (if any) will be implemented if the Company deems it necessary and considers it to be the
best financing option at that time. In this case, the amount of the First NPR and the Remaining
NPR (if any) shall be a maximum of 10% (ten percent) of the current issued and paid-up capital.
IV. MANAGEMENT DISCUSSION AND ANALYSIS
In general, the implementation of the NPR Plan will have a direct impact on the capital structure
and share liquidity of the Company.
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The pro forma consolidated financial statements of the Company and its subsidiaries, as
outlined below, have been prepared by the Company's management based on the Financial
Statements as reviewed by Jamaludin, Ardi, Sukimto, & Rekan, independent auditors
registered in OJK. In preparing these pro forma statements, the Company used the following
assumptions:
1. The Company purchases 75% of Newton Capital Limited's claims against NETV (debt to
equity conversion) amounting to IDR 661,947,341,364;
2. The receivables claim is converted by NETV by issuing Series B shares with a nominal value
of IDR 50 per share, totaling 13,238,946,827 shares;
3. Purchase of NETV Series B shares in cash amounting to IDR 599,100,000,000, with a price
per share of IDR 50;
4. The number of shares acquired by the Company is 11,982,000,000 NETV shares derived
from the value of capital paid in cash by the Company to NETV in the amount of IDR
599,100,000,000 where the exercise price per NETV’s share is IDR 50 as agreed between
the Company and NETV based on the CSSA at NETV;
5. The Company issues new shares amounting to IDR 661,947,341,364, which are sold to SI.
This is based on the assumption that the exercise price of the Company's NPR is 90% of
the average closing price of the Company's shares traded on the IDX for 25 consecutive
trading days in the regular market before 27 August 2024, which is IDR 3,891.
6. The Company purchases NETV Series A shares owned by SLM amounting to IDR
295,158,969,680, TI amounting to IDR 65,939,188,491, and IIH amounting to IDR
33,351,858,780, with a price per share of IDR 50.
The table below presents an overview of the financial condition of the Company and its
subsidiaries as of 30 April 2024, after the First NPR and by taking into account the
implementation of the Material Transaction Plan and after the NPR is fully implemented:
After the First NPR
and taking into
account the After NPR is fully
30 April 2024
Description implementation of implemented
(in IDR) the Material (in IDR)
Transaction Plan (in
IDR)
Cash or Cash 533,216,716,617 346,423,768,906 3,385,519,234,055
Equivalent
Total Assets 1,772,909,400,047 3,703,230,136,067 6,742,325,601,216
Total Liabilities 95,772,495,416 1,180,714,078,292 1,180,714,078,292
Total Equity 1,677,136,904,632 2,522,516,057,775 5,561,611,522,924
The NPR is expected to provide the Company with additional cash which will be used as
working capital to produce content for the newly acquired television business. The additional
cash is expected to significantly improve the Company's liquidity ratios, including current ratio,
quick ratio, cash ratio and net working capital ratio.
The improvement in these liquidity ratios indicates that the Company will be in a healthier
financial position and better able to meet its short-term obligations. This also provides the
Company with greater financial flexibility to fund future growth, particularly in support of its new
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television business.
While liquidity ratios will increase, this will also have an impact on other ratios. The debt-to-
equity ratio will likely decrease, indicating a more conservative capital structure. Meanwhile,
profitability ratios such as Return on Equity may be slightly affected in the short term due to the
increased equity base.
Nevertheless, the Company is confident that this increase in liquidity and content production
capacity will provide a strong foundation for long-term growth and profitability, as well as
enhance value for shareholders.
The following is the ratio before and after the NPR Plan is implemented:
After the NPR is
30 April After the First fully
2024 NPR and taking Change implemented Change
(before into account the compared and taking into compared
Material implementation to before account the to before
Transactio of the Material Transactio implementation Transactio
n Plan) (in Transaction Plan n of the Material n
IDR) (in IDR) Transaction Plan
(in IDR)
Cash or Cash 533,216,716,61 346,423,768,906 -35% 3,385,519,234,055 535%
Equivalents 7
Accounts Receivable 69,954,313,535 133,723,221,406 91% 133,723,221,406 91%
Total Current Assets 672,029,241,03 1,153,459,235,228 72% 4,192,554,700,377 524%
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Total Short-term 74,366,011,988 303,744,366,889 308% 303,744,366,889 308%
Liabilities
Total Equity 1,677,136,904, 2,522,516,057,775 50% 5,561,611,522,924 232%
632
Current Ratio 9.04 3.80 -58% 13.80 53%
Quick Ratio 8.11 1.58 -81% 11.59 43%
Cash Ratio 7.17 1.14 -84% 11.15 55%
Net Working Capital 9.04 3.80 -58% 13.80 53%
Ratio
Debt to Equity - 31.52% Not counted 14.29% Not counted
Return on Equity (1)(2) 5.61% 4.47% -20% 2.58% -54%
(1) The Company's net profit for the 12-month period ended 30 April 2024 is IDR 92,753,962,046.
(2) Total equity of the Company as of 30 April 2023 is IDR 1,629,245,100,438.
The value of financial ratios before NPR, after the First NPR assuming the Material Transaction
Plan has been implemented, and after the Remaining NPR assuming the entire amount of the
Remaining NPR is realized and the Material Transaction Plan has been carried out, can be
seen in the table above.
It can be seen that the Company's liquidity ratios, namely current ratio, quick ratio, cash ratio,
and net working capital ratio, initially decreased after the First NPR. This was due to the
reduction in the Company's cash used to acquire NETV and the increase in the Company's
short-term liabilities due to the consolidation of NETV's liabilities. However, it should be noted
that the Company's liquidity ratios still show that the Company remains highly liquid at this point
based on levels generally considered healthy by the market. The Company's current ratio
remains above 3.0, quick ratio remains above 1.0, cash ratio remains above 1.0, and net
working capital ratio remains above 2.0.
When the Company carries out the remaining NPR, the Company's cash and current assets
will increase significantly and overcome the increase in the Company's short-term liabilities. As
expected, this significantly improves the Company's liquidity ratios, namely current ratio, quick
ratio, cash ratio, and net working capital ratio. This can be clearly seen in the table above,
where each of these ratios experienced double-digit growth compared to before the NPR.
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The Company's debt to equity ratio increased because previously the Company had no debt
before the Material Transaction Plan and NPR. Nevertheless, the Company still has a healthy
debt to equity ratio after the Material Transaction Plan and NPR, both after the First NPR and
after the Remaining NPR with the assumption that all Remaining NPR are implemented.
As also anticipated, the Company's ROE (return on equity) decreased as the Company's equity
increased as a result of the capital increase. However, as per the first answer, the Company
expects that the increase in liquidity and content production capacity will provide a strong
foundation for long-term growth and profitability, which will help raise the Company's ROE
again.
V. IMPACT OF THE EXECUTION OF NPR TO THE SHAREHOLDERS
With the issuance of all New Shares under the NPR Plan, all of the Company’s existing
shareholders will experience a proportional decrease in their share ownership percentage
(dilution) of up to 9.09% (nine-point zero nine percent). However, the number of shares owned
by the existing shareholders will remain the same.
VI. CAPITAL STRUCTURE BEFORE AND AFTER THE NPR PLAN…………………………….
A. Capital Structure Before the NPR Plan
Based on Deed of Statement of Resolution of the EGMS No. 04 (“Deed No. 4”) juncto the
Shareholders Register of the Company as of 31 August 2024, issued by the Company's
Securities Administration Bureau namely PT Adimitra Jasa Korpora, the Company's capital
structure is as follows:
NOMINAL VALUE OF IDR 100 PER SHARE
TOTAL NOMINAL PERCENTAGE
INFORMATION TOTAL SHARES
VALUE (IDR) (%)
Authorized Capital 20,000,000,000 2,000,000,000,000 -
Shareholders Name:
1. PT MD Global Investments 4,803,164,585 480,316,458,500 50.50
2. Manoj Dhamoo Punjabi 1,664,362,615 166,436,261,500 17.50
3. Morgan Stanley and Co Intl PCL 1,390,950,000 139,095,000,000 14.62
4. Public ownerships under 5% 1,652,739,800 165,273,980,000 17.38
Issued and Paid-Up Capital 9,511,217,000 951,121,700,000 100.00
Portfolio Shares 10,488,783,000 1,048,878,300,000 -
B. Capital Structure After the First NPR
Assuming the exercise price is 90% of the average closing price of the Company’s shares
traded on the IDX over 25 consecutive trading days in the regular market before 26 August
2024, which is IDR 3,891, the Company’s capital structure after the implementation of the First
NPR Plan is as follows:
NOMINAL VALUE OF IDR100 PER SHARE
TOTAL NOMINAL PERCENTAGE
INFORMATION TOTAL SHARES
VALUE (IDR) (%)
Authorized Capital 20,000,000,000 2,000,000,000,000
Shareholders Name: 49.61
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NOMINAL VALUE OF IDR100 PER SHARE
TOTAL NOMINAL PERCENTAGE
INFORMATION TOTAL SHARES
VALUE (IDR) (%)
1. PT MD Global Investments 4,803,164,585 480,316,458,500
2. Manoj Dhamoo Punjabi 1,664,362,615 166,436,261,500 17.19
3. PT Samuel International 170,112,185 17,011,218,500 1.76
4. Morgan Stanley and Co Intl PCL 1,390,950,000 139,095,000,000 14.37
5. Public ownerships under 5% 1,652,739,800 165,273,980,000 17,07
Issued and Paid-Up Capital 9,681,329,185 968,132,918,500 100.00
Portfolio Shares 10,318,670,815 1,031,867,081,500 -
C. Capital Structure After the NPR
The Company's capital structure following the implementation of the First NPR Plan and in the
event of the implementation of the Remaining NPR (so that all New Shares under the NPR
Plan have been issued) is as follows:
NOMINAL VALUE OF IDR100 PER SHARE
TOTAL NOMINAL VALUE PERCENTAGE
INFORMATION TOTAL SHARES
(IDR) (%)
Authorized Capital 20,000,000,000 2,000,000,000,000
Shareholders Name:
1. PT MD Global Investments 4,803,164,585 480,316,458,500 45.91
2. Manoj Dhamoo Punjabi 1,664,362,615 166,436,261,500 15.91
3. PT Samuel Internasional 170,112,185 17,011,218,500 1.63
4. Remaining NPR Investors 781,009,515 78,100,951,500 7.46
5. Morgan Stanley and Co Intl PCL 1,390,950,000 139,095,000,000 13.29
6. Public ownerships under 5% 1,652,739,800 165,273,980,000 15.80
Issued and Paid-Up Capital 10,462,338,700 1,046,233,870,000 100.00
Portfolio Shares 9,537,661,300 953,766,130,000 -
VII. INFORMATION ON THE PROSPECTIVE NEW SHAREHOLDER OF THE FIRST NPR
A. PT Samuel International (“SI”)
Brief History
SI, established under the laws of the Republic of Indonesia, is named PT Samuel International,
based on the Deed of Establishment of a Limited Liability Company No. 03 dated 2 October
2000, made before Enimarya Agoes Suwarko, S.H., Notary in Jakarta, which received
ratification from the MOLHR under Decree dated 07-12-2000 number C-25000
HT.01.01.TH.2000 (“Deed No. 03”).
The articles of association of SI have undergone several amendments, most recently with the
Deed of Statement of Shareholders’ Resolution on Amendments to the Articles of Association
of PT Samuel International No. 02 dated 11 March 2022, made before Surayya, S.H., M.Kn,
Notary in Tangerang Regency. This amendment was notified to the MOLHR under Receipt of
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Notification of Amendment to the Articles of Association No. AHU-AH.0103-0166140 dated 14
March 2022 (“Deed No. 02”).
SI Address
SI has its registered address at Menara Imperium Lt 25, Jl. HR Rasuna Said Kav 1, Guntur,
Setiabudi, South Jakarta.
Purpose and Objectives and Business Activities of SI
SI’s business activities according to SI’s articles of association is as follows:
KBLI Number Business Activities
46900 Wholesale trade of variety of goods
46599 Wholesale trade in machinery, tools and equipment
70209 Other management consulting activities
58200 Software publishing
66199 Other financial services support activities
However, as of now, the business activity that SI has actually carried out is other management
consulting activities.
Capital Structure and Shareholders
Based on Deed No. 07, dated 7 October 2020 (“Deed No. 07”), the capital structure of SI as of
the date of this Disclosure of Information is as follows:
Authorized Capital : IDR 226,875,000,000
Issued Capital : IDR 104,362,500,000
Paid-Up Capital : IDR 104,362,500,000
SI's authorized capital is divided into 11,500,000 ordinary shares, each with a nominal value of
IDR 9,075 per share.
Based on Deed No. 07, the shareholders of SI are as follows:
NO. SHAREHOLDERS TOTAL SHARES NOMINAL VALUE (IDR) %
1 Eunice M. Satyono 11,470,000,000 104,090,250,000 99.74
PT Palma Agro Lestari
2 30,000 272,250,000 0.26
Makmur
Total 11,470,030,000 104,362,500,000 100
Diagram of Ownership
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As of the date of this Disclosure of Information, SI has no affiliation with the Company or with
NETV, the main shareholder of NETV and the controller of NETV.
Management and Supervision
Based on the Deed of Statement of Shareholders' Resolution No. 2 dated 11 March 2022, made before
Surayya, S.H., M.Kn, Notary in Tangerang Regency, which was notified to the MOLHR under Receipt
of Notification of Amendment to the Articles of Association No. AHU-AH.01.03-0166140 dated 14
March 2022, the composition of the Board of Commissioners and the Board of Directors of SI is as
follows:
Board of Directors
President Director : Eunice M. Satyono
Director : Rakesh Jain
Board of Commissioners
President Commissioner : Suharta Budiman
Commissioner : Jeffrey Sadeli
As of the date of this Disclosure of Information, the Company does not have any affiliated
relationships with SI.
VIII. GENERAL INFORMATION OF THE COMPANY
Brief History
The Company, domiciled in South Jakarta, was established under the name of PT MD Media,
pursuant to the Deed of Establishment No. 5 dated 1 August 2002, made before Frans Elsius
Muliawan, S.H., Notary in Jakarta, which has been ratified by the MOLHR by virtue of its Decree
No. C-17650.HT.01.01.TH.2002 dated 13 September 2002, has been registered in the
Company Register in the Company Register under No. 090519244732 under No.
5899/BH.09.05/XI/2002 dated 21 November 2002, and has been published in the State Gazette
of the Republic of Indonesia No. No. 76 dated September 23, 2003, Supplement No.
8852/2003.
The Company’s articles of association has been amended several times, most recently by the
Deed No. 4 dated 10 July 2024, made before Tri Firdaus Akbarsyah, S.H., M.Kn., Notary in
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South Jakarta, which has been approved by the MOLHR by virtue of its Decree No. AHU-
0043005.AH.01.02.Tahun 2024 dated 16 July 2024 and has been registered in the Company
Register in the MOLHR under No. AHU-0144075.01.11.TAHUN 2024 dated 16 July 2024.
Purpose and Objectives and Business Activities of the Company
The Company's business activities based on its articles of association are as follows:
KBLI Number Business Activities
90021 Creative Performing Arts Professionals
90029 Activities of Artists and Other Creative Workers
90030 Arts Management and Arts Festival Activities
90040 Operation of Arts Facilities
90090 Entertainment, Arts, and Other Creative Activities
59132 Distribution of Films, Videos, and Television Programs by Private
Entities
59122 Post-production of Films, Videos, and Television Programs
60202 Private Television Broadcasting and Programming
59112 Production of Films, Videos, and Television Programs by Private
Entities
68111 Real Estate Owned or Leased
77321 Rental and Leasing of Recording and Editing Equipment without Option
Rights
18111 General Printing Industry
Main Business Activities:
(i) Creative Performing Arts Professionals (90021)
(ii) Activities of Artists and Other Creative Workers (90029)
(iii) Arts Management and Arts Festival Activities (90030)
(iv) Operation of Art Facilities (90040)
(v) Entertainment, Arts, and Other Creative Activities (90090)
(vi) Distribution of Film, Video, and Television Programs by Private Entities (59132)
(vii) Post-Production of Film, Video, and Television Programs (59122)
(viii) Private Television Broadcasting and Programming (60202)
(ix) Production of Film, Video, and Television Programs by Private Entities (59112)
Supporting Business Activities:
(i) Real Estate Owned or Leased (68111)
(ii) Rental and Leasing of Recording and Editing Equipment Without Option Rights
(77321)
(iii) General Printing Industry (18111)
However, as of now, the business activities that have been actually carried out by the Company
are creative performing arts professionals, activities of artists and other creative workers, arts
management and arts festival activities, operation of arts facilities, entertainment activities, arts,
and other creative activities, distribution of films, videos, and television programs by private
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entities, post-production of films, videos, and television programs, private television
broadcasting and programming, production of films, videos, and television programs by private
entities, real estate owned or leased, rental and leasing of recording and editing equipment
without option rights, and general printing industry.
Capital and Shareholders Structure
Based on the Deed of Statement of the Extraordinary General Meeting of Shareholders No. 04
in conjunction with the Company’s Shareholders Register as of 31 August 2024, issued by the
Company’s Securities Administration Bureau, PT Adimitra Jasa Korpora, the Company’s
capital structure is as follows:
NOMINAL VALUE IDR100
PER SHARES
TOTAL NOMINAL VALUE PERCENTAGE
INFORMATION TOTAL SHARES
(IDR) (%)
Authorized Capital 20,000,000,000 2,000,000,000,000 -
Shareholders Name:
1. PT MD Global Investments 4,803,164,585 480,316,458,500 50.50
2. Manoj Dhamoo Punjabi 1,696,162,615 169,616,261,500 17.83
3. Morgan Stanley and Co Intl PCL 1,390,950.,000 139,095,000,000 14.62
4. Public ownerships under 5% 1,620,939,800 162,093,980,000 17.05
Issued and Paid-up Capital 9,511,217,000 951,121,700,000 100.00
Portfolio Shares 10,488,783,000 1,048,878,300,000 -
Diagram of Ownership
(*) based on public information, the largest individual shareholder of Tencent Holding Ltd. is
Ma Huateng with a shareholding of 8.6%.
Controller
The current controller of the Company is Manoj Dhamoo Punjabi. Furthermore, in the event
that the NPR is fully implemented, there will be no change in control of the Company.
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Management and Supervision
Based on the Deed of Statement of the Extraordinary General Meeting of Shareholders No. 04
dated 10 July 2024, made before Tri Firdaus Akbarsyah, S.H., M.H., Notary in South Jakarta,
which was notified to the Ministry of Law and Human Rights under Receipt of Notification of
Amendment to the Articles of Association No. AHU-AH.01.09-0227165 dated 16 July 2024,
and registered in the Company Register at the Ministry of Law and Human Rights under No.
AHU-0144075.AH.01.11.TAHUN 2024 dated 16 July 2024, the composition of the Board of
Commissioners and the Board of Directors of the Company as of the date of this Disclosure of
Information is as follows:
Board of Directors
President Director : Manoj Dhamoo Punjabi
Director : Priyardashi Anand
Director : Sajan Lachmandas Mulani
Board of Commissioners
President Commissioner : Shania Manoj Punjabi
Commissioner : Sanjeva Advani
Independent Commissioner : Innayat Haresh Kubchandani
IX. STATEMENT OF THE COMPANY’S BOARD OF DIRECTORS AND COMMISSIONERS
1. This Disclosure of Information is complete and has been prepared in accordance with the
provisions set out in POJK No. 14/2019.
2. The NPR Plan is not an affiliate transaction and/or a conflict-of-interest transaction as referred
to in POJK No. 42/2020.
3. The implementation of the NPR Plan is carried out in the best interests of the Company and
will not potentially disrupt the Company's business activities.
4. The information disclosed in this disclosure of information is true, and there are no false
statements regarding material facts or omissions of material facts that could cause the material
information in this disclosure to become inaccurate and/or misleading.
X. ADDITIONAL INFORMATION
For further information, the Company’s shareholders may submit requests to the Company’s Corporate
Secretary during regular business hours at the following address:
PT MD Entertainment Tbk
Head Office:
MD Place Tower I
Jalan Setiabudi Selatan No. 7, Setiabudi, Jakarta Selatan
Telephone: +62-21 29855777
Facsimile: +62-21 29055777
Email: corporatesecretary@mdentertainment.com
Website: https://mdentertainment.com/
16
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unresolved
org
Financial Services Authority
p.1 ×3
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Indonesia Stock Exchange
p.3
unresolved
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PT Kustodian Sentral Efek Indonesia
p.3
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Ministry of Law and Human Rights
p.4 ×3
unresolved
org
Net Visi Media Tbk
p.4 ×2
unresolved
person
Leolin Jayayanti
· Notaris
p.4 ×3
unresolved
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PT Adimitra Jasa Korpora
p.10 ×2
unresolved
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PT Samuel Internasional
p.11
unresolved
person
Enimarya Agoes Suwarko
· Notaris
p.11
unresolved
person
Surayya
· Notaris
p.11 ×3
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Eunice M. Satyono
p.12
unresolved
org
PT Palma Agro Lestari
p.12
unresolved
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PT MD Media
p.13
unresolved
person
Frans Elsius Muliawan
· Notaris
p.13
unresolved
person
Tri Firdaus Akbarsyah
· Notaris
p.13 ×3
unresolved
org
Tencent Holding Ltd.
p.15
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