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20240822_CBPE_Laporan Informasi dan Fakta Material_31707765_lamp1.pdf
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DISCLOSURE OF INFORMATION
TO SHAREHOLDERS OF PT CITRA BUANA PRASIDA Tbk. IN ORDER TO COMPLY WITH
THE REQUIREMENTS OF THE FINANCIAL SERVICES AUTHORITY REGULATION NO.
17/POJK.04/2020 ON MATERIAL TRANSACTIONS AND CHANGES IN BUSINESS
ACTIVITIES
PT Citra Buana Prasida Tbk (“The Company”)
Business Activities :
Real Estate and Property
Domiciled in Bandung City, West Java, Indonesia
Head Office:
Paskal Hyper Square Complex, Block G 2nd Floor No. 206-208
Jl. H.O.S. Cokroaminoto No. 25-27 (dh. Jl. Pasirkaliki No. 25-27)
Bandung 40181
Phone: 022-86061108
Email: corsec@citrabuanaprasida.co.id
Situs Web: www.citrabuanaprasida.co.id
This Information Disclosure is published on August 23, 2024
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A. INTRODUCTION
This Disclosure of Information to Shareholders ("Disclosure of Information") contains information
regarding the Company's plan to change its business activities, namely the Addition of Business
Activities, which must first obtain the approval of the Company's General Meeting of Shareholders
("GMS"), as referred to in Article 22 paragraph 1 item (a) of POJK 17/2020, specifically for the addition
of activities that include other management consulting services (hereinafter referred to as "Addition
of Business Activities").
This Disclosure of Information serves as the basis for shareholders of the Company to consider
granting approval for the planned Change in Business Activities, in this case, the Addition of Holding
Business Activities (KBLI 64200), which will be proposed by the Company to the GMS.
In connection with the above, the Company's Board of Directors will announce this Disclosure of
Information through the Company's website and the Indonesia Stock Exchange website to provide
further information to the Company's shareholders regarding the plan for the Addition of Business
Activities.
The Addition of Business Activities does not involve a Conflict of Interest and is not an Affiliated
Transaction as referred to in OJK Regulation Number 42/POJK.04/2020 dated July 2, 2020, concerning
Affiliated Transactions and Conflict of Interest Transactions.
B. INFORMATION ABOUT THE COMPANY
1. General Description of the Company
The Company was established under the name PT Prasetia Sejati in 2000 based on the Deed
of Establishment of the Limited Liability Company No. 18 dated August 24, 2000, made before
Ninik Sukadarwati, S.H., Notary in Bekasi Regency Level II, which has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia No. C-24591
HT.01.01.TH.2000 dated November 27, 2000, and was announced in the State Gazette of the
Republic of Indonesia No. 006, Supplement to the State Gazette of the Republic of Indonesia
No. 003151 dated January 21, 2022.
The Company's name was changed to PT Citra Buana Prasida based on the Deed of Meeting
Resolution No. 05 dated January 23, 2002, made before Indah Prastiti Extensia, S.H., Notary
in Bekasi Regency, which has been approved by the Minister of Justice and Human Rights of
the Republic of Indonesia No. C-03176 HT.01.04.TH.2002 dated February 26, 2002, and was
announced in the State Gazette of the Republic of Indonesia No. 006, Supplement to the State
Gazette of the Republic of Indonesia No. 003154 dated January 21, 2022.
The latest Articles of Association related to the change in the Company's status from a private
company to a public company and the adjustment of the Company's Articles of Association
to Regulation No. IX.J.1, POJK No. 15/2020, POJK No. 16/2020, and POJK No. 33/2014 in
accordance with the Deed of Shareholders' Resolution Outside the Company’s Meeting No.
04 dated September 27, 2022, made before Dr. Petra Bunawan, S.H., M.Kn., Notary in
Bandung, which has received Approval for the Amendment of the Articles of Association from
the Ministry of Law and Human Rights of the Republic of Indonesia No. AHU-
0069709.AH.01.02. Year 2022 dated September 27, 2022, Receipt of Notification of
Amendment of the Company's Articles of Association held by the Ministry of Law and Human
Rights No. AHU-AH.01.03-0295854 dated September 27, 2022, and has been registered in the
Company Register held by the Ministry of Law and Human Rights of the Republic of Indonesia
No. AHU-0192511.AH.01.11.Year 2022 dated September 27, 2022, and was announced in the
State Gazette of the Republic of Indonesia No. 078, Supplement to the State Gazette of the
Republic of Indonesia No. 033386 dated September 30, 2022.
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2. Capital Structure and Ownership of the Company
As of the date of this Disclosure of Information, the capital structure, shareholder
composition, and share ownership of the Company based on the Company's Shareholders
Register as of June 30, 2024, issued by PT Adimitra Jasa Korpora, as the Company's Share
Administration Bureau, are as follows:
Nominal Value IDR 100 per Share
Information Number of Nominal
(%)
Shares Amount (IDR)
1. PT Sandhi Parama Nusa 992.031.000 99.203.100.000 73,15
2. Gaery Djohari 92.969.000 9.296.900.000 6,85
3. Masyarakat 271.250.000 27.125.000.000 20,00
Total Issued and Paid-up Capital 1.356.250.000 135.625.000.000 100,00
3. Composition of the Company’s Board of Commissioners and Directors
As of the date of this Disclosure of Information, the composition of the Board of
Commissioners and the Board of Directors of the Company is as follows:
Board of Commissioners
President Commissioner : Thomas Aquinas Pramukuswala
Commissioner : Gaery Djohari
Independent Commissioner : Melissa Cresentia Kurniawan
Direksi
President Director : Didi Omara
Director : Linna Widjaja
C. SUMMARY OF FEASIBILITY STUDY ON CHANGES IN BUSINESS ACTIVITIES
The Company has appointed the Public Appraisal Office Fuadah Rudi and Partners (“FRR”), based on
Work Agreement No. FR/PB.24.07.0015 dated July 24, 2024. FRR holds license No. 2.12.00100 in
accordance with the Decree of the Minister of Finance No. 102/KM.1/2012 dated February 8, 2012,
with Ir. Fuadah, M.Ec.Dev, MAPPI (Cert.) as the Responsible Person with Public Appraiser License No.
PB-1.08.00066 and registered as a supporting profession in the Capital Market at the Financial
Services Authority (“OJK”) with the Capital Market Supporting Profession Registration Certificate from
OJK No. STTD.PPB-35/PJ-1/PM.02/2023 as an independent appraiser, to provide an opinion on the
feasibility of the Plan for the Addition of Business Activities.
In preparing this Feasibility Study Report, FRR acts independently without any conflict of interest and
is not affiliated with the Company or any parties affiliated with the Company. FRR also has no personal
interests or gains related to this assignment.
Below is a summary of FRR’s feasibility study on the Plan for the Addition of Business Activities from
Report No. 00266/2.0100-00/BS/03/0066/1/VIII/2024 dated August 8, 2024.
1. Purpose and Objectives of Feasibility Study Report
The purpose of this assignment is to provide an opinion on the feasibility of adding business
activities in the holding company sector with the aim of complying with OJK Regulation No.
17/POJK.04/2020 concerning Material Transactions and Business Activity Changes.
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2. Scope Assignment
This report is prepared based on data from the Company’s Management and other relevant
information. In preparing this report, we have also considered supporting projections from
the Company and the results of interviews with the Company’s Management.
The analyses conducted in preparing this feasibility study report are:
a. Market Feasibility Analysis
This involves examining market conditions, such as market share, sustainability, market
potential, target market, and market value potential. It also includes analyzing
competitors and marketing strategies.
b. Technical Feasibility Analysis
This involves reviewing business capacity and targets, and assessing the availability and
quality of resources, labor, and professional expertise. Technical analysis also covers the
general production process.
c. Business Model Feasibility Analysis
This analysis includes evaluating competitive advantages due to the uniqueness of the
proposed business model, competitors' ability to replicate the products, and the ability to
create value.
d. Management Model Feasibility Analysis
This aspect covers the availability of workforce, intellectual property management, risk
management, management capacity and capability, and the suitability of the
organizational and management structure.
e. Financial Feasibility Analysis
As the culmination of all examined aspects, the financial feasibility analysis includes, at a
minimum, investment plans, funding sources, operational costs, financial statement
projections, break-even analysis, profitability analysis, and overall return on investment
analysis.
3. Assumptions and Constraints
The assumptions and constraints used in preparing this feasibility study are:
1. This feasibility study report is non-disclaimer opinion.
2. The appraiser has reviewed the documents used in the valuation/feasibility study
process.
3. The data and information obtained come from sources that are considered reliable in
terms of accuracy.
4. The consultant uses financial projections provided by management, reflecting the
fairness of the financial projections and the ability to achieve them (fiduciary duty).
5. The appraiser is responsible for the implementation of the feasibility study and all
content of this Feasibility Study Report.
6. FRR wants to emphasize that the results of the review, analysis, and our responsibility
are specifically limited to the valuation aspect of the appraisal object, excluding tax and
legal aspects as these are outside the scope of the assignment.
7. Based on market conditions, economic conditions, general business conditions, financial
conditions, and government regulations as of the effective date of the valuation.
8. Fulfillment of all conditions and obligations of the Company and all parties involved in
the Plan for the Addition of Business Activities in accordance with the procedures and
timeframe established in the documents related to the Addition of Business Activities.
9. No material changes affecting the assumptions used in the preparation of the Feasibility
Study from the date of issuance of the Feasibility Study to the date of the Plan for the
Addition of Business Activities.
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10. In conducting the analysis, we assume and rely on the accuracy, reliability, and
completeness of all financial and other information provided to us by the Company’s
management or publicly available information that is essentially accurate, complete, and
not misleading, and we are not responsible for conducting an independent examination
of such information. We also rely on the assurance from the Company’s management
that they are not aware of any facts that would cause the information provided to us to
be incomplete or misleading.
11. The Feasibility Study analysis is prepared using the data and information as disclosed
above. Any changes in these data and information may materially affect our final
opinion. We are not responsible for changes in the conclusions of the Feasibility Study
or for any loss, damage, cost, or expense resulting from a lack of disclosure of
information, making the data we obtain incomplete or misinterpreted.
12. Since the results of the Feasibility Study are highly dependent on the data and
assumptions underlying it, changes in data sources and assumptions according to market
data will alter the results of the Feasibility Study. Therefore, we note that changes in the
data used may affect the results of the Feasibility Study, and such differences may be
material. Although the preparation of the Feasibility Study report has been carried out
in good faith and in a professional manner, we cannot accept responsibility for possible
differences in conclusions due to additional analysis, the application of the Feasibility
Study results as a basis for transaction analysis, or changes in the data used as the basis
for the Feasibility Study.
13. Our work related to the Feasibility Study does not constitute and should not be
interpreted in any way as a review or audit or the performance of specific procedures on
financial information. The work also does not intend to disclose weaknesses in internal
controls, errors, or deviations in financial statements or legal violations..
4. Feasibility Study Methodology
The methodology used in preparing this feasibility study report is as follows:
1. Conducting a visit to the Company's office on August 6, 2024, to gain an understanding
of the expansion plan and additional business activities of the Company..
2. Collecting primary data from the Company related to the expansion plan for additional
business activities, including company identity data, permits, project specifications,
financial aspects, business plans, and other related data..
3. Collecting secondary data from reliable sources.
4. Gathering data from discussions regarding various aspects affecting feasibility with the
Company.
5. Conducting a legality analysis to review the completeness of legal documents and
permits.
6. Performing a market analysis to assess the property market conditions in Indonesia,
market potential, targets, competitors, and marketing strategies;
7. Conducting a technical analysis to review the technical aspects of the Company's
business process related to the additional business activities plan.
8. Analyzing the business model to evaluate the business model for the additional
business activities, potential risks, control measures, and SWOT analysis.
9. Assessing the management model to review the organizational structure and employee
needs related to the Company's additional business activities plan.
10. Performing a financial analysis to evaluate the economic feasibility parameters. This
includes analyzing the feasibility of the additional business activities using indicators
such as Net Present Value (NPV), Profitability Index (PI), Internal Rate of Return (IRR),
and Payback Period.
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5. Conclusion
To evaluate the investment feasibility of the Project Plan according to SEOJK 17/2020, four
indicators are used: Net Present Value (NPV), Internal Rate of Return (IRR), Profitability Index
(PI), and Payback Period, based on the present value of projected net cash flows up to 2030.
The use of NPV means measuring the present value of investment expenditures and business
benefits depicted by the projected net benefits. The NPV value reflects the difference
between the present value of future cash flows and the investment value. By comparing the
total investment made at the beginning of the project period with the total cash flows
expected each year, the NPV value generated by the project can be determined. If the NPV
value is positive, the investment is considered feasible, while a negative NPV indicates that
the investment should not be pursued.
The feasibility of the investment in the additional business activities of the holding company
is calculated using four indicators: Net Present Value (NPV), Internal Rate of Return (IRR),
Profitability Index (PI), and Payback Period, summarized as follows:
Net Present Value (NPV) : Rp59.588.652.344,-
Internal Rate of Return (IRR) : 19,24%
Profitability Index (PI) : 1,69
Payback Period : 7 Tahun, 3 Bulan
Based on the analysis of all data and information received by FRR and considering all relevant
factors affecting the feasibility analysis, FRR opines that the Plan for the Addition of Business
Activities to be carried out by the Company is feasible from the aspects of market feasibility,
technical feasibility, business model feasibility, management model feasibility, and financial
feasibility.
We assume that all data and information obtained are accurate and that there are no
undisclosed circumstances that would materially affect the feasibility. The final conclusion
above holds provided there are no material changes to the Plan for the Addition of Business
Activities. Such changes include, but are not limited to, changes in internal conditions within
the Company as well as external conditions such as market and economic conditions, general
business, trade and financial conditions, as well as Indonesian government regulations and
other related regulations after the date of this Feasibility Study Report. Should changes occur
after the date of this Feasibility Study Report, the feasibility of the Plan for the Addition of
Business Activities may differ.
D. AVAILABILITY OF EXPERTS REGARDING BUSINESS ACTIVITY CHANGE PLANS
In relation to the planned Change in Business Activities, specifically the Addition of Holding Business
Activities (KBLI 64200), the Company has already collaborated with several experts in their respective
fields, such as::
Architecture and Planning Consultants
Geotechnical Consultants
Structural Consultants
MEP (Mechanical, Electrical, and Plumbing) Consultants
E. EXPLANATION, CONSIDERAN AND REASONS FOR CHANGES IN BUSINESS ACTIVITIES
The dynamics of business growth, especially in Bandung, are closely related to tourism, which
necessitates the enhancement of accommodation facilities such as hotels, serviced apartments, and
others that provide adequate services and amenities. The growth of tourism post-COVID-19 has
increased both locally and internationally, and it is crucial to match this with the availability of
accommodation facilities. Economic turbulence resulting from the Ukraine-Russia war, post-election
developments, and the Israel-Palestine conflict indirectly impacts the pace of development. To
minimize potential risks, it is essential to have open cooperation with competent partners in the
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hospitality and serviced apartment sectors. Therefore, the Company plans to expand its business by
investing in a subsidiary. In establishing a subsidiary, the Company needs to add a new business field
to its activities, namely KBLI 64200, HOLDING COMPANY ACTIVITIES.
The Company’s management views that the additional business should be managed by a separate
entity to ensure more focus and positive contributions. Given this consideration, it is necessary to
adjust or add business activities in the holding company sector to establish a subsidiary or a subsidiary
company of the Company.
F. THE IMPACT OF CHANGES IN BUSINESS ACTIVITIES ON THE COMPANY’S FINANCIAL CONDITION
As the Company is the majority shareholder, holding 99.999% of the issued shares, the preparation
of financial reports will be in the form of consolidated financial statements. This is expected to show
the impact of the subsidiary on the parent company’s development. The Company manages its own
projects, so the presence of the subsidiary is anticipated to enhance the productivity and profitability
of the Company while maintaining legal compliance. On the other hand, to minimize potential losses,
partnerships will be established with operators and competent experts in the property business.
G. GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY FOR APPROVAL OF CHANGES IN
BUSINESS ACTIVITIES
To approve the Change in Business Activities, the Company will hold an Extraordinary General
Meeting of Shareholders (“EGMS”) on October 1, 2024. The agenda will include the discussion of the
feasibility study related to the Company’s Change in Business Activities to comply with the Financial
Services Authority Regulation No. 17/POJK.04/2020 regarding Material Transactions and Changes in
Business Activities, specifically the addition of holding company activities (“KBLI 64200”), as well as
the approval of amendments to Article 3 of the Company’s Articles of Association regarding the
purpose, objectives, and business activities of the Company.
H. OTHER MATERIAL MATTERS RELATED TO CHANGES IN BUSINESS ACTIVITIES
Other than as disclosed in this Information Disclosure, there are no other material matters related to
the Plan for Change in Business Activities.
I. ADDITIONAL INFORMATION
For more information regarding the transaction as disclosed in this Information Disclosure, please
contact:
PT Citra Buana Prasida Tbk.
Paskal Hyper Square Complex
Block G 2nd Floor No. 206-208
Jl. H.O.S. Cokroaminoto No. 25-27 (dh. Jl. Pasirkaliki No. 25-27)
Bandung 40181
Phone: 022-86061108
Email: corsec@citrabuanaprasida.co.id
Situs Web: www.citrabuanaprasida.co.id
U.p. Corporate Secretary
Bandung, August 23 2024
DIRECTOR
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FINANCIAL SERVICES AUTHORITY
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H.O.S. Cokroaminoto
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Indonesia Stock Exchange
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PT Prasetia Sejati
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Ninik Sukadarwati
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Minister of Law and Human Rights
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Indah Prastiti Extensia
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Minister of Justice and Human Rights
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Dr. Petra Bunawan
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Ministry of Law and Human Rights
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PT Adimitra Jasa Korpora
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Minister of Finance
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Ir. Fuadah
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H. OTHER MATERIAL MATTERS RELATED TO CHANGES IN
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