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20240918_LPKR_Transaksi Material Tanpa Persetujuan RUPS_31726768_lamp2.pdf
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DISCLOSURE OF INFORMATION
PT LIPPO KARAWACI TBK (THE “COMPANY”)
THIS DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS IS PROVIDED BY
THE COMPANY IN COMPLIANCE WITH THE FINANCIAL SERVICE AUTHORITY
REGULATION NO. 17/POJK.04/2020 ON MATERIAL TRANSACTION AND CHANGE OF
BUSINESS ACTIVITIES AND THE FINANCIAL SERVICE AUTHORITY REGULATION NO.
31/POJK.04/2015 ON DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY
ISSUERS OR PUBLIC COMPANIES.
THE INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS
IMPORTANT TO BE READ AND CONSIDERED BY THE SHAREHOLDERS OF THE
COMPANY.
IF YOU FIND ANY DIFFICULTY TO UNDERSTAND THE INFORMATION AS STATED IN
THIS DISCLOSURE OF INFORMATION PLEASE CONSULT WITH YOUR LEGAL
ADVISOR, PUBLIC ACCOUNTANT, FINANCIAL ADVISOR OR OTHER
PROFESSIONALS.
PT Lippo Karawaci Tbk
Main Business Activities:
Real Estate; Provision of Accommodation and Food and Beverage; Financial Activities,
Professional, Scientific and Technical Activities; Construction; Transportation; Trade; Water
Management, Waste Water Management, Trash Management and Recycle, and Remediation
Activities; Entertainment and Recreation; Manpower Activities, and Other Business
Supporting Activities
Main Office:
Menara Matahari, 22nd Floor
Jl. Boulevard Palem Raya No. 7, Lippo Karawaci, Tangerang 15811, Banten, Indonesia
Phone: +62 411 811 3456
Website: www.lippokarawaci.co.id
Email: corsec@lippokarawaci.co.id
THE BOARD OF DIRECTORS OF THE COMPANY DELIVERS THE INFORMATION AS
STATED IN THIS DISCLOSURE OF INFORMATION FOR THE PURPOSE OF PROVIDING
INFORMATION AND COMPLETE DESCRIPTION TO THE SHAREHOLDERS OF THE
COMPANY REGARDING THE TRANSACTION AS PART OF THE COMPLIANCE OF THE
COMPANY TO THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
17/POJK.04/2020 REGARDING MATERIAL TRANSACTIONS AND CHANGE OF
BUSINESS ACTIVITIES.
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THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE
COMPANY, SEVERALLY AND JOINTLY, ARE FULLY RESPONSIBLE FOR THE
ACCURACY AND THE COMPLETENESS OF THE MATERIAL INFORMATION AS
STATED IN THIS DISCLOSURE OF INFORMATION AND EMPHASIZE THAT AFTER
GIVING DUE AND CAREFUL EXAMINATION, EMPHASIZE THAT THE INFORMATION
STATED IN THIS DISCLOSURE OF INFORMATION IS CORRECT AND THAT THERE
ARE NO MATERIAL AND RELEVANT FACTS OMITTED TO BE DISCLOSED IN THIS
SUPPLEMENT TO THE DISCLOSURE OF INFORMATION WHICH CAN CAUSE THE
INFORMATION STATED HEREIN TO BE UNTRUE AND/OR MISLEADING.
This Disclosure of Information is issued on 18 September 2024
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DEFINITION
Financial Statements as of : Consolidated Financial Statements of PT Lippo Karawaci Tbk
30 June 2024 and its subsidiaries, for the period ended on 30 June 2024
audited by Public Accounting Firm Amir Abadi Jusuf, Aryanto,
Mawar & Rekan.
MOLHR : Minister of Law and Human Rights of the Republic of Indonesia
(previously known as Minister of Justice of the Republic of
Indonesia, Minister of Justice and Human of the Republic of
Indonesia).
Financial Services Authority : Institution which functions, duties and authorities covers
or OJK regulatory, supervisory, inspection and investigation as
referred to under Law No. 21 of 2011 regarding Financial
Services Authority as amended by Law No. 4 of 2023 regarding
Development and Strengthening of Financial Sector.
Regulation No. I-E : Decree of the Board of Directors of PT Bursa Efek Indonesia
No. KEP-00066/BEI/09-2022 regarding Amendment to
Regulation No. I-E regarding Information Disclosure
Obligations.
OJK Regulation No. : Regulation of Financial Services Authority of the Republic of
17/2020 Indonesia No. 17/POJK.04/2020 regarding Material
Transactions and Change of Business Activities.
OJK Regulation No. : Regulation of Financial Services Authority of the Republic of
31/2015 Indonesia No. 31/POJK.04/2015 regarding Disclosure of
Material Information or Facts by Issuers or Public Companies.
OJK Regulation No. : Regulation of Financial Services Authority of the Republic of
42/2020 Indonesia No. 42/POJK.04/2020 regarding Affiliated
Transactions and Conflict of Interests.
OJK Regulation No. : Regulation of Financial Services Authority of the Republic of
54/2015 Indonesia No. 54 /POJK.04/2015 regarding Voluntary Tender
Offer.
Company : In this matter is PT Lippo Karawaci Tbk., domiciled in
Tangerang, Banten, a public limited liability company
established in accordance and based on the laws and
regulations of the Republic of Indonesia.
Affiliated Transaction : Each activity and/or transaction conducted by a public
company or controlled company with an Affiliate of a public
company or an Affiliate of members of the Board of Directors,
members of the Board of Commissioners, majority
shareholders, or controllers, including every activity and/or
transaction carried out by a public company or controlled
company for the benefit of an Affiliate of a public company or
an Affiliate of a member of the Board of Directors, member of
the Board of Commissioners, major shareholder, or the
Controller.
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PREAMBLE
With reference to OJK Regulation No. 17/2020, OJK Regulation No. 31/2015, and Regulation No.
I-E, the Company hereby conveys Disclosure of Information regarding Material Transaction (as
referred to under OJK Regulation No. 17/2020) through the participation of PT Megapratama
Karya Persada, an entity owned by the Company (“MKP”) in the voluntary tender offer which is
conducted by Sight Investment Company Pte. Ltd. (“Sight”), a limited liability company domiciled
in Singapore, through which MKP transferred 2,415,454,500 shares owned by MKP or equivalent
to 18.57% of the total issued and paid-up capital of PT Siloam International Hospitals Tbk (“SILO”)
(“Transaction”).
After the Transaction is completed, total number of shares indirectly owned by the Company in
SILO which previously amounted to 6,199,545,600 shares or represented 47.67% of the total
issued and paid up capital in SILO will amount to 3,784,091,100 shares representing 29.09% of
the total issued and paid up capital in SILO.
On 13 September 2024, MKP received payment for the implementation of Transaction, with total
value of the Transaction amounts to Rp6,884,045,325,000 (excluding tax), which is 21.23% of the
Company’s equity which amounted to Rp32,428,232,000,000 based on the Company’s Financial
Statements as of 30 June 2024. Thus, the Transaction is categorized as material transaction
based on OJK Regulation No. 17/2020 because its value is more than 20% (twenty percent) of
the Company’s equity based on the Financial Statements as of 30 June 2024. However, the
Transaction does not require approval of the General Meeting of Shareholders, because the value
does not amount to 50% of the equity of the Company based on the Financial Statements as of
30 June 2024.
Further, based on Article 6 paragraph (1) sub-paragraph a jo. Article 11 sub-paragraph f OJK
Regulation No. 17/2020, this Transaction is categorized as a transaction which is exempted from
the requirement to obtain fairness opinion from an appraiser because the Transaction is
conducted through tender process which price is in accordance with OJK Regulation No. 54/2015.
With reference to OJK Regulation No. 54/2015, the offer price must be higher than the average of
the highest daily trading price of shares on the Stock Exchange for 90 (ninety) days prior to the
announcement of the voluntary tender offer statement. The average of the highest daily trading
price of shares on the Stock Exchange 90 (ninety) days prior to the voluntary tender offer
statement by Sight on 1 July 2024 amounts to Rp 2,589 per share.
Further, this Transaction is also not categorized as an Affiliated Transaction referred to in OJK
Regulation No. 42/2020 because there is no affiliated relations between MKP and Sight.
BRIEF DESCRIPTION OF THE TRANSACTION
A. Object of Transaction
Shares owned by MKP amounting to 2,415,454,500 which represents 18.57% of the total issued
and paid up capital of PT Siloam International Hospitals Tbk.
B. Value of Transaction
The transfer of the Object of the Transaction is valued at Rp 2,850 per share or a total of Rp
6,884,045,325,000 (excludes tax).
Sale price of the Object of the Transaction refers to the offer price in the voluntary tender as
announced by Sight to the public in the Amendment and/or Additional Information to the
Information Disclosure in relation to the Voluntary Tender Offer Statement dated 5 August 2024
(“Information Disclosure of Sight on 5 August 2024”).
With reference to the Information Disclosure of Sight on 5 August 2024, the price offered by Sight
amounts to Rp 2,850 per share which is higher than the average of the daily trading price of
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shares on the Stock Exchange for 90 (ninety) days prior to the announcement of the voluntary
tender offer statement by Sight on 1 July 2024, which is the date of the announcement of the
Voluntary Tender Offer Statement.
The average of the highest daily trading price of shares on the Stock Exchange 90 (ninety) days
prior to the voluntary tender offer statement by Sight on 1 July 2024 amounts to Rp 2,589 per
share.
C. Parties to the Transaction
• PT Megapratama Karya Persada as the Seller
Brief History
MKP was established based on Deed of Establishment No. 02 dated 3 November 2006 made
before Unik Setyawati, S.H., Notary in Tangerang, which has obtained the akta mana telah
mendapatkan ratification from the MOLHR based on Decree Letter No. W29-00062
HT.01.01-TH.2007 dated 9 January 2007. The latest amendment of the Articles of
Associations of MKP is as referred to under Deed of Statement of the Shareholders’
Resolutions No. 02 dated 3 April 2023, made before Sriwi Bawana Nawaksari, S.H., M.Kn.,
Notary di Tangerang which was approved by the MOLHR based on Decree Letter No. AHU-
0024634.AH.01.02.TAHUN 2023 dated 3 May 2023 (“Deed MKP No. 2/2023”).
MKP is domiciled in Tangerang with its office located at Menara Matahari, 22nd Floor, Jl.
Boulevard Palem Raya No. 7, Lippo Karawaci, Tangerang 15811, Banten, Indonesia.
Business Activities
Purpose and objectives of MKP is to engage in the field of Real Estate Owned or Rented.
Capital Structure and Shareholding Composition
Capital structure of MKP as of the Date of this Information Disclosure based on Deed MKP
No. 3/2023 is as follows:
Authorized capital : Rp 3,000,000,000,000
Issued/paid-up capital : Rp 2,093,720,000,000
Nominal value per share : Rp 1,000
Shareholding composition of MKP as of the date of this Information Disclosure based on
Deed MKP No. 3/2023 is as follows:
Shareholders Number of Shares Nominal Value (Rp) %
The Company 2,093,719,999 2,093,719,999,000 99.99
PT Maharama Sakti 1 1,000 0.01
Total 2,093,720,000 2,093,720,000,000 100
Management and Supervision
Based on Deed of Statement of the Shareholders’ Resolutions No. 12 dated 24 May 2024
made before Myra Yuwono, S.H., Notary in Tangerang and its notification which was
received by the MOLHR based on Decree Letter No. AHU-AH.01.09-0210351 dated 5 June
2024, the composition of Board of Directors and Board of Commissioners of MKP as of the
date of this Information Disclosure is as follows:
Board of Directors
President Director : Marshal Martinus Tissadharma
Director : Jopy Rusli
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Director : Rusbianto Wijaya
Commissioner
Commissioner : Ketut Budi Wijaya
• Sight Investment Company Pte. Ltd. (“Sight”) as the Purchaser
Brief History
Sight Investment Company Pte. Limited is an investment holding company domiciled in
Singapore, established and organized based on the laws and regulations of Singapore.
Sight is domiciled in Singapore, with its principal office address at 38 Beach Road, #29-11,
South Beach Tower, Singapore 189767.
Business Activities
Sight is a company incorporated to engage in investment activities under the registered
business activity of other holding companies.
Capital Structure and Shareholding Composition
Based on Information Disclosure of Sight on 5 August 2024, capital structure of Sight is as
follows:
Shareholders Number of Shares Nominal Value %
(USD)
Sight Investment 127,268,949 127,268,949 100%
Holdings Limited
Management and Supervision
Based on Information Disclosure of Sight on 5 August 2024, the composition of the Board of
Directors of Sight is as follows:
Director : Andy Nugroho Purwohardono
Director : Atiff Ibrahim Gill
Director : Richard Kidarsa
Director : Donovan Chan Zhiyuan
EXPLANATION, CONSIDERATION, AND BACKGROUND OF THE TRANSACTION AND
THE IMPACT OF THE PROPOSED TRANSACTION TOWARDS THE
COMPANY’S FINANCIAL CONDITION
Explanation, Consideration, and Background of the Transaction
The Transaction is aligned with the strategic steps of the Company to enable the Company to
reduce its debt and strengthen its focus on real estate business, while maintaining strategic stake
in SILO, a leading healthcare provider in Indonesia.
After the establishment of its first hospital in Lippo Village in 1992, the Company has built SILO
to become a leading healthcare network with 41 hospitals and more than 70 clinics throughout
Indonesia. The decision to reduce its shareholdings in SILO is part of the Company's broader
strategy to concentrate on fully integrated real estate operations, which include land banking,
township development, independent town development, housing, industrial land, hospitality,
lifestyle malls and cemeteries.
Proceeds obtained by the Company from the Transaction, after deducted by taxes, will be used
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for loan payment, including for the Company’s USD bonds and other loans, other investments,
working capital, and other corporate purposes.
Based on the above explanation, consideration and background, the Transaction shall provide
positive benefit and impact to the Company, its stakeholders and shareholders.
Impact of the Transaction to the Financial Conditions of the Company
This Transaction carried out by MKP does not does not have negative material impact to the
operational, legal, financial condition or business continuity of the Company, however it will bring
positive impact to the Company’s financial conditions.
PT Lippo Karawaci Tbk
Proforma Consolidated Financial Statements
As of 30 June 2024
(In Millions of Rupiah, unless otherwise stated)
Actual Adjustments Proforma
30 June 30 June
2024 2024
Rp Rp
ASSETS
Current Assets
Cash and Cash Equivalents 1.606.316 6.884.045 8.490.362
Trade Accounts Receivable 575.929 575.929
Inventories 23.655.879 23.655.879
Other Current Assets 1.248.957 1.248.957
Total Current Assets 27.087.080 6.884.045 33.971.126
Non-Current Assets
Investments in Associates 17.071.246 (6.352.645) 10.718.601
Investment in Infrastructure Investment Funds 1.859.657 1.859.657
Investment Properties 862.599 862.599
Property and Equipment 3.521.750 3.521.750
Other Non-Current Assets 3.634.161 3.634.161
Total Non-Current Assets 26.949.413 (6.352.645) 20.596.769
TOTAL ASSETS 54.036.493 531.400 54.567.894
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PT Lippo Karawaci Tbk
Proforma Consolidated Financial Statements
As of 30 June 2024
(In Millions of Rupiah, unless otherwise stated)
Actual Adjustments Proforma
30 June 30 June
2024 2024
Rp Rp
LIABILITIES AND EQUITY
LIABILITIES
Current Liabilities
Short-Term Bank Loans 840.000 840.000
Factoring Loans 1.092.570 1.092.570
Contract Liabilities 2.707.320 2.707.320
Other Current Liabilities 2.619.014 2.619.014
Total Current Liabilities 7.258.904 - 7.258.904
Non-Current Liabilities
Long-Term Bank Loans 4.705.722 4.705.722
Bonds Payable 2.345.690 2.345.690
Contract Liabilities 2.778.557 2.778.557
Other Non-Current Liabilities 4.579.384 4.579.384
Total Non-Current Liabilities 14.409.352 - 14.409.352
Total Liabilities 21.668.256 - 21.668.256
EQUITY
Equity Attributable
to Owners of the Parent
Capital Stock 7.089.802 7.089.802
Additional Paid-in Capital - Net 11.454.783 11.454.783
Difference in Transactions with
Non-Controlling Interests (116.495) (116.495)
Other Equity Components 3.597.857 3.597.857
Treasury Stock (11.384) (11.384)
Retained Earnings 8.986.558 531.400 9.517.958
Other Comprehensive Income 77.651 77.652
Total Equity Attributable to
Owners of the Parent 31.078.772 531.400 31.610.173
Non-Controlling Interests 1.289.463 1.289.463
Total Equity 32.368.236 531.400 32.899.637
TOTAL LIABILITIES AND EQUITY 54.036.492 531.400 54.567.893
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PT Lippo Karawaci Tbk
Proforma Consolidated Statements of Profit or Loss
For the 6 (Six) Months Periods Ended on 30 June 2024
(In Millions of Rupiah, unless otherwise stated)
Actual Adjustments Proforma
30 June 30 June
2024 2024
Rp Rp
REVENUES 8.001.872 8.001.872
Final Tax Expenses (58.670) (58.670)
NET REVENUES 7.943.203 7.943.203
COST OF REVENUES (4.534.138) (4.534.138)
GROSS PROFIT 3.409.064 3.409.064
Operating Expenses (2.099.102) (2.099.102)
Other Incomes 21.205.060 531.400 21.736.460
Other Expenses (1.228.358) (1.228.358)
GAIN FROM OPERATIONS 21.286.664 21.818.064
Financial Charges - Net (880.855) (880.855)
Share in the Gain (Loss) of Associates (31.787) (31.787)
PROFIT BEFORE TAX 20.374.023 20.905.423
Tax Expenses (283.474) (283.474)
PROFIT (LOSS) FOR THE PERIOD 20.090.548 20.621.948
STATEMENT OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS OF
THE COMPANY
a. This Disclosure of Information is made in compliance with OJK Regulation No. 17/2020, OJK
Regulation No. 31/2015 and Regulation No. I-E.
b. This Transaction does not contain any conflict of interests as referred to under OJK Regulation
No. 42/2020.
c. The statements conveyed in this Disclosure of Information do not contain any statements or
information or facts that are untrue or misleading, and contain all information and material
facts which required by the investors to make decisions in relation to the Transaction.
ADDITIONAL INFORMATION
If further information is required please contact the Company through the following:
PT Lippo Karawaci Tbk
Menara Matahari, 22nd Floor
Jl. Boulevard Palem Raya No. 7, Lippo Karawaci, Tangerang 15811, Banten, Indonesia
Phone: +62 21 2566 9000
Website: www.lippokarawaci.co.id
Email:corsec@lippokarawaci.co.id
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Names mentioned 25 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
p.1 ×7
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Mawar & Rekan
p.3
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Minister of Law and Human Rights
p.3
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Minister of Justice
p.3
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Minister of Justice and Human
p.3
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PT Megapratama Karya Persada
p.4 ×2
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Unik Setyawati
· Notaris
p.5
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Sriwi Bawana Nawaksari
· Notaris
p.5
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PT Maharama Sakti
p.5
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Myra Yuwono
· Notaris
p.5
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Purchaser Brief History Sight Investment Company Pte. Limited
p.6
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Holdings Limited
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