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AMENDMENT AND/OR ADDITIONAL INFORMATION TO INFORMATION DISCLOSURE TO
SHAREHOLDERS OF
PT SEJAHTERARAYA ANUGRAHJAYA TBK
IN THE CONTEXT OF CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE CONSIDERED BY THE COMPANY'S
SHAREHOLDERS TO MAKE DECISIONS IN CONNECTION WITH THE COMPANY'S PLAN TO
INCREASE CAPITAL WITHOUT PRE-EMPTIVE RIGHTS ( “PMTHMETD”) TO FULFILL THE PROVISIONS
OF OTORITAS JASA KEUANGAN (“OJK”) REGULATION NO. 32/POJK.04/2015 REGARDING CAPITAL
INCREASE OF PUBLIC COMPANIES BY PROVIDING PRE-EMPTIVE RIGHTS AS AMENDED BY OJK
OJK REGULATION NO. 14/POJK.04/2019 REGARDING THE AMENDMENT OF OJK REGULATION NO.
32/POJK.04/2015 REGARDING CAPITAL INCREASE OF PUBLIC COMPANIES BY PROVIDING PRE-
EMPTIVE RIGHTS.
IF YOU HAVE ANY DIFFICULTY IN UNDERSTANDING THE INFORMATION CONTAINED IN THIS
DISCLOSURE OR ARE IN DOUBT AS TO HOW TO MAKE A DECISION, YOU SHOULD CONSULT A
COMPETENT PERSON OR PROFESSIONAL ADVISOR.
PT SEJAHTERARAYA ANUGRAHJAYA TBK
Business activities:
Private Hospital Activities
Domiciled in Kota Tangerang, Indonesia
Headquarters:
Honoris Raya Kav. 6
Modern City (Modernland)
Kota Tangerang 15117 - Indonesia
Phone: (021) 557 81888, Facsimile: (021) 552 9036 / 552 9480
Email: corporate.secretary@mayapadahospital.com
www.mayapadahospital.com
This Information Disclosure is published in Jakarta on 8 August 2024.
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DEFINITIONS AND ABBREVIATIONS
IDX : Indonesia Stock Exchange.
HPIL : High Pro Investment Limited.
OJK : The Indonesian Financial Services Authority (Otoritas Jasa
Keuangan) which has the functions, duties and powers of
regulation, supervision, examination and investigation as
stipulated in Law No. 21 of 2011 on the Otoritas Jasa Keuangan,
as amended by Law No. 4 of 2023 on Development and
Strengthening of Financial Services Sector.
KKS : PT Karya Kharisma Sentosa, a limited liability company
established under and subject to the laws of the Republic of
Indonesia, which 99.99% of its shares are owned by the
Company.
Financial Report 2023 : The Company’s consolidated financial statements audited by
Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar &
Rekan for the period ended 31 December 2023 and obtained a
fair opinion in all material respects in accordance with Indonesian
Financial Accounting Standards based on Independent Auditor’s
Report No. 00248/2.1030/AU.1/05/0181-1/1/III/2024 dated 27
March 2024 signed by Benny Andria (Public Accountant License
Number: AP.0181).
Financial Report March 2024 : The Company’s consolidated financial statements as of 31 March
2024 and 31 December 2023, and for the 3-month period ending
31 March 2024 and 2023, that have been signed by the
Company’s Board of Directors based on the Statement Letter
dated 29 April 2024.
Mayapada Hospital Bandung : Mayapada Hospital is located at Jl. Terusan Buah Batu No.5,
Batununggal, Bandung Kidul District, Bandung City, West Java.
Mayapada Hospital South Jakarta : Mayapada Hospital is located at Jl. Lebak Bulus I Kav. 29, West
Cilandak, Cilandak District, South Jakarta.
Mayapada Hospital Kuningan : Mayapada Hospital is located at Jl. H. R. Rasuna Said Blok C
Kav.17, Karet Kuningan, Setiabudi District, South Jakarta.
Mayapada Hospital Surabaya : Mayapada Hospital is located at Jl. Mayjen Sungkono No.16-20,
Pakis, Sawahan District, Surabaya City, East Java.
MOLHR : Minister of Law and Human Rights (formerly known as Minister of
Justice of the Republic of Indonesia, Minister of Justice and
Human Rights of the Republic of Indonesia, or Minister of Law and
Legislation of the Republic of Indonesia).
NKM : PT Nirmala Kencana Mas, a limited liability company established
under and subject to the laws of the Republic of Indonesia, which
99.81% of its shares are owned by the Company.
NSK : PT Nusa Sejahtera Kharisma, a limited liability company
established under and subject to the laws of the Republic of
Indonesia, which 99.99% of its shares are owned by the
Company.
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Regulation 32/2015 : OJK Regulation No. 32/POJK.04/2015 regarding Capital Increase
of Public Companies with Pre-emptive Rights as amended by
Regulation 14/2019.
Regulation 14/2019 : OJK Regulation No. 14/POJK.04/2019 regarding amendments to
Regulation 32/2015.
Regulation 15/2020 : OJK Regulation No. 15/POJK.04/2020 dated 21 April 2020
concerning the Plan for Holding the General Meeting of
Shareholders of Public Companies.
Regulation 17/2020 : OJK Regulation No. 17/POJK.04/2020 dated 21 April 2020
concerning Material Transactions and Changes in Business
Activities.
Regulation 42/2020 : OJK Regulation No. 42/POJK.04/2020 dated 2 July 2020
concerning Affiliated Transaction and Conflict of Interest.
Company/SRAJ : PT Sejahteraraya Anugrahjaya Tbk.
Shareholder Loan Agreement : Series A Loan Agreement, Series B Loan Agreement, Series C
Loan Agreement, Series D Loan Agreement, Series E Loan
Agreement and Series F Loan Agreement.
Series A Loan Agreement : Loan Agreement regarding Loan Facility dated 6 June 2012 jo.
Addendum dated 1 April 2013 jo. Addendum of Loan Agreement
No. 08/2015 dated 1 June 2015 jo. Addendum to Loan Agreement
No. 6/2016 dated 6 June 2016 between SCIC (as the lender) and
the Company (as the loan recipient), all privately made and dully
stamped.
Series B Loan Agreement : Loan Agreement on Series B Loan Facility dated 20 June 2016 jo.
Addendum dated 2 January 2018 between SCIC (as the lender)
and the Company (as the borrower), all privately made and dully
stamped.
Series C Loan Agreement : Loan Agreement on Series C Loan Facility dated 7 April 2017
between SCIC (as lender) and the Company (as borrower),
privately made and dully stamped.
Series D Loan Agreement : Loan Agreement on Series D Loan Facility dated 21 April 2017 jo.
Addendum dated 22 April 2019 between SCIC (as the lender) and
the Company (as the borrower), privately made and dully
stamped.
Series E Loan Agreement : Loan Agreement on Series E Loan Facility dated 6 September
2017 between SCIC (as lender) and the Company (as borrower),
privately made and dully stamped.
Series F Loan Agreement : Loan Agreement on Loan Facility No. 009/MHG-
SRAJ/PKS/IX/2021 dated 21 September 21 between SCIC (as
lender) and the Company (as borrower), privately made and dully
stamped.
PMTHMETD : Capital Increase without Pre-emptive Rights in accordance with
the provisions of Regulation 14/2019.
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GMS : General Meeting of Shareholders.
Independent GMS : GMS attended by independent shareholders of the Company in
accordance with the provisions of Regulation 15/2020.
SAS : PT Sejahtera Abadi Solusi, a limited liability company established
under and subject to the laws of the Republic of Indonesia, which
99.99% of its shares are owned by the Company.
SCIC : PT Surya Cipta Inti Cemerlang.
SIS : PT Sejahtera Inti Sentosa, a limited liability company established
under and subject to the laws of the Republic of Indonesia, which
is 99.99% owned by the Company.
INTRODUCTION
This Information Disclosure is made so that shareholders can obtain complete information regarding the
PMTHMETD as regulated in Regulation 14/2019. Based on the prevailing laws and regulations, including
Regulation 14/2019, as well as the Company's articles of association, the PMTHMETD must first obtain approval
from the Company's independent shareholders.
In accordance with the provisions of Regulation 14/2019, the Company submits this Information Disclosure with
the intention of providing clear information regarding the PMTHMETD so that the Company's independent
shareholders can give their approval at the Company's Independent GMS which is planned to be held on 12
August 2024.
The PMTHMETD will be conducted in accordance with the provisions of the Company's articles of association
and prevailing laws and regulations.
As of the date of this Information Disclosure, the Company is not aware of and has not received any objection
from any party related to the proposed PMTHMETD.
INFORMATION ON CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
A. Reason and Purpose of PMTHMETD
In order to invite strategic investors who are interested in investing their capital in the Company to provide
added value to the Company's performance, the Company plans to carry out PMTHMETD in accordance
with Article 3 letter b and Article 8C of Regulation 14/2019. In addition, the Company also intends to
improve its financial performance by making repayment of the Company’s debt to SCIC based on the
Company's Shareholders Agreement, as will be described in more detail in this Information Disclosure.
The PMTHMETD is expected to help the development of the Company's business through the
construction of several projects such as the expansion of Mayapada Hospital South Jakarta and also the
construction of new hospitals such as Mayapada Apollo Batam International Hospital in Batam and
Mayapada Hospital Surabaya 2. The PMTHMETD is also expected to improve the Company's capital
structure and ease the Company's financial burden, so it is considered the best choice for the Company
and all shareholders of the Company.
In accordance with Article 8C paragraph (1) of Regulation 14/2019, the Company plans to issue new
shares at a maximum of 10% of the total issued and fully paid-up shares or paid-up capital of the Company
on 4 July 2024, which is the date of the announcement of the Independent GMS, namely up to
1,200,070,544 new shares, each with a nominal value of Rp100.
In connection with the above and in accordance with Article 8A of Regulation 14/2019, in conducting
PMTHMETD, the Company must first obtain the approval of independent shareholders. The Company
plans to hold an Independent GMS on 12 August 2024 and therefore the Company delivers the
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information as stated in this Information Disclosure so that all independent shareholders of the Company
are fully informed about the PMTHMETD plan and approve the plan at the Independent GMS.
B. Proposed Use of Proceeds from PMTHMETD
Depending on the amount of funds that the Company can obtain from the PMTHMETD, after deducting
the costs related to PMTHMETD, the Company plans to use the proceeds from the PMTHMETD for the
following purposes:
1. To support the funding needs of the Company group’s future hospital project development, among
others:
a. Approximately Rp497,765,262,700 for capital injection to NKM, which will then be used by
NKM for the construction of Tower 3 Mayapada Hospital South Jakarta and the purchase of
additional medical equipment.
The current building area of Mayapada Hospital South Jakarta is ±46,230m2 which consists
of Tower 1 and Tower 2. NKM plans to add an additional building, Tower 3, with an estimated
building area of approximately ±42,000m2 which is expected to consist of approximately 23
floors and can accommodate approximately ±100 beds.
The estimated proforma of capital structure of NKM before and after the Company’s capital
injection is as follows:
Before Capital Injection by the Company After Capital Injection by the Company
Shareholder Nominal value Rp100 per share Nominal value Rp100 per share
Structure Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorized
20,000,000,000 2,000,000,000,000 - 20,000,000,000 2,000,000,000,000 -
Capital
Issued and Paid-up Capital
Company 13,118,881,516 1,311,888,151,600 99,81 18,096,534,143 1,809,653,414,300 99,86
Dato' Sri Prof. Dr
25,000,000 2,500,000,000 0,19 25,000,000 2,500,000,000 0,14
Tahir, MBA
Total 13,143,881,516 1,314,388,151,600 100,00 18,121,534,143 1,812,153,414,300 100,00
Shares in
6,856,118,484 685,611,848,400 - 1,878,465,857 187,846,858,700 -
Portepel
Availability of location:
The expansion of Mayapada Hospital South Jakarta will be carried out at Jl. Lebak Bulus I
Kav. 29, West Cilandak, Cilandak District, South Jakarta on 19 parcels of land with Right to
Build Certificates (Hak Guna Bangunan) owned by NKM with a total land area of 38,824m2
and all valid until 2038.
As of the date of this Information Disclosure, such lands owned by NKM are not being
secured or leased to any party, and are not involved in any dispute.
Required material licences:
(i) Hospital Business Licence: NKM has obtained the Hospital Operating Permit
Extension No. 91200046911450004 dated 9 December 2023 valid until 1 December
2028, which grants NKM permission to operate Mayapada Hospital South Jakarta
as a Class B Hospital.
(ii) Building Construction Permit/Building Approval: The permit application process will
be carried out after there is certainty of proceeds from the implementation of the
PMTHMETD, estimated to be no later than the 4th quarter of 2025.
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(iii) Revised Environmental Approval: As of the date of this Information Disclosure, NKM
has an Environmental Permit for Mayapada Hospital South Jakarta based on the
Decree of the Head of the Regional Environmental Management Agency of the
Special Capital Region of Jakarta Province Number 47 of 2014 dated 29 January
2014. The expansion of Mayapada Hospital South Jakarta requires changes to
environmental approvals, including NKM’s Environmental Permit. The process of
applying for revision of environmental approvals will be conducted after there is
certainty of proceeds from the implementation of PMTHMETD, estimated to be no
later than the 4th quarter of 2025.
(iv) Building Worthiness Certificate: The application process for the Building Worthiness
Certificate will be conducted after the commencement of construction of the
Mayapada Hospital South Jakarta expansion, estimated to be no later than the first
quarter of 2026.
(v) Approval of Conformity of Spatial Utilization Activities (“PKKPR”): The Company will
process the PKKPR at the time of the project implementation licence process,
estimated to be no later than the 4th quarter of 2025. Based on the information
available on the DKI Jakarta Detailed Spatial Plan (RDTR) information system on
the Jakarta Satu website, as of the date of this Information Disclosure, the allocation
of land to be used in the development of Tower 3 of Mayapada Hospital South
Jakarta is in accordance with applicable spatial regulations.
The estimated time for processing all of the above licences is no later than 24 months from
the licensing process commences.
There are no other material licences required by NKM or the Company to expand Mayapada
Hospital South Jakarta as described above.
Agreement which has been signed:
As of the date of this Information Disclosure, NKM has not signed any agreement with third
parties (including service providers or contractors) in connection with the construction of the
expansion of Mayapada Hospital South Jakarta.
Utilisation and benefits of the project to the Company:
To date, Mayapada Hospital South Jakarta has operated a total of 17 floors available in
Tower 1 and Tower 2 consisting of polyclinics, inpatient rooms, treatment rooms and other
supporting facilities for hospital operations.
The Company also sees the need to expand healthcare services, particularly in relation to
the development of specialities in heart disease, cancer and organ transplantation. Taking
into account both of these matters, the Company plans to expand to increase the capacity
and utility of Mayapada Hospital South Jakarta by building Tower 3, on land that is currently
vacant at the location of Mayapada Hospital South Jakarta, with an estimated building area
of approximately ±42,000m2 which is expected to consist of approximately 23 floors and can
accommodate around ±100 beds, and is equipped with medical equipment specialising in
heart, cancer and organ transplantation. The construction of Tower 3 is expected to bring
the following benefits, among others as follows:
• Additional bed capacity to improve service to patients;
• Additional area for the placement of additional state-of-the-art medical equipment as a
form of providing more complete, comprehensive and up-to-date health services to the
community; and
• Improved cardiac, neurological, cancer and organ transplant speciality services.
b. Approximately Rp497,765,262,700 for capital injection to PT Anugrah Inti Bahagia (“AIB”),
a subsidiary of the Company, which will then be used by AIB for the construction of the
Mayapada Apollo Batam International Hospital building and purchase of medical
equipment.
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AIB plans to build a new hospital, Mayapada Apollo Batam International Hospital with an
estimated building area of approximately ±39,000m2 which is expected to consist of
approximately 15 floors and can accommodate approximately ±250 beds.
The estimated proforma of capital structure of AIB before and after the Company's capital
injection is as follows:
Before Capital Injection by the Company After Capital Injection by the Company
Shareholder Nominal value Rp100 per share Nominal value Rp100 per share
Structure Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorized Capital 40,000 4,000,000,000 - 20,000,000 2,000,000,000,000 -
Issued and Paid-up Capital
Company 9,900 990,000,000 99,00 4,987,553 498,755,300,000 99,99
Jonathan Tahir 100 10,000,000 1,00 100 10,000,000 0,01
100,00
Total 10,000 1,000,000,000 100,00 4,987,653 498,765,300,000
0
Shares in Portepel 30,000 3,000,000,000 - 15,012,347 1,501,234,700,000 -
Availability of location:
Mayapada Apollo Batam International Hospital project is planned to be built on ±30,000m²
of land located in the Health Tourism Special Economic Zone (“SEZ”) in Sekupang, Batam
which has obtained principle approval of the draft government regulation for the
establishment of SEZ based on the Letter of the Minister of State Secretary of the Republic
of Indonesia No. B-315/M/D-1/HK.02.03/07/2024 dated 2 July 2024. The land is part of the
land owned by the Batam Free Trade Zone and Free Port Concession Agency.
Required material licences:
The material licences required for the construction of Mayapada Apollo Batam International
Hospital are Approval of Conformity of Spatial Utilization Activities from the Batam
International Health Tourism SEZ authority, Hospital Business Licence, Building
Permit/Building Approval, Environmental Approval and Building Worthiness Certificate. The
process of applying for such material licences will be carried out after there is certainty of
proceeds from the implementation of the PMTHMETD, estimated to be no later than the 4th
quarter of 2025.
The estimated time for processing all of the above licences is no later than 24 months from
the licensing process commences.
There are no other material licences required for the Mayapada Apollo Batam International
Hospital development project.
Agreement which has been signed:
Up to the date of this Information Disclosure, the Company has entered into a cooperation
agreement with Apollo Hospital Group which generally regulates the cooperation plan for the
management of Mayapada Apollo Batam International Hospital.
Utilisation and benefits of the project to the Company:
To date, the Company does not have a hospital in Batam and therefore there is no current
utilisation of the building and supporting facilities and medical equipment in Batam.
The Mayapada Apollo Batam International Hospital project is expected to bring benefits,
including the following:
• Improving the quality of healthcare in Indonesia through the provision of international
standard healthcare services, in partnership with the world's leading healthcare provider
network, Apollo Hospital Group;
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• Attract potential Indonesian medical tourists, namely the people in the Sumatra Island
region as well as Indonesians who seek treatment abroad, thereby increasing the
Company's revenue;
• Attract potential foreign medical tourists such as Malaysia and Singapore, thus
increasing the Company's revenue; and
• Restrain foreign exchange outflows caused by public health spending.
c. Approximately Rp248,882,631,300 for capital injection to PT Sejahtera Karunia Semesta
(“SKS”), a subsidiary of the Company, which will then be used by SKS to purchase land for
the Mayapada Hospital Surabaya 2 project.
The estimated proforma of capital structure of SKS before and after the Company's capital
injection is as follows:
Before Capital Injection by the Company After Capital Injection by the Company
Shareholder Nominal value Rp100 per share Nominal value Rp100 per share
Structure Number of Nominal Value Number of Nominal Value
(%) (%)
Shares (IDR) Shares (IDR)
Authorized 40,000 4,000,000,000
- 10,000,000 1,000,000,000,000 -
Capital
Issued and Paid-up Capital
Company 9,900 990,000,000 99,00 2,498,726 249,872,600,000 99,99
Jonathan Tahir 100 10,000,000 1,00 100 1,.000,000 0,01
Total 10,000 1,000,000,000 100,00 2,498,826 249,882,600,000 100,00
Shares in
30,000 3,000,000,000 - 7,501,174 750,117,400,000 -
Portepel
Availability of location:
As of the date of this Information Disclosure, the Company is still assessing several land
location options in Surabaya.
In assessing land location options, the Company will conduct a series of due diligence
processes including ensuring that the land to be purchased for Mayapada Hospital Surabaya
2 is free from any liens, disputes or leases to other parties and is in accordance with the land
designation based on local regulations in Surabaya.
Required material licences:
The material permits required for the purchase of land and construction of Mayapada
Hospital Surabaya 2 are Approval of Conformity of Space Utilisation Activities, Hospital
Operational Permit, Building Permit/Building Approval, Environmental Approval and Building
Worthiness Certificate. The process of applying for these material licences will be carried out
after there is certainty of the proceeds from the implementation of the PMTHMETD,
estimated to be no later than the 4th quarter of 2025.
The estimated time for processing all of the above licences is no later than 24 months from
the licensing process commences.
There are no other material permits required for land purchase and initial construction of the
Mayapada Hospital Surabaya 2 project.
Agreement which has been signed:
As of the date of this Information Disclosure, the Company has not entered into any
agreement with any third party in relation to the purchase of land for the construction of
Mayapada Hospital Surabaya 2 project.
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Utilisation and benefits of the project to the Company:
To date, Mayapada Hospital Surabaya (located at Jl. Mayjen Sungkono No.16-20, Pakis,
Sawahan Sub-district, Surabaya City, East Java) has operated a total of 15 floors consisting
of polyclinics, inpatient rooms, action rooms and other supporting infrastructure for hospital
operations.
The Company also sees the need for health services for the Surabaya area. Taking this into
consideration, the Company plans to purchase land for the construction of Mayapada
Hospital Surabaya 2 which is expected to bring benefits, among others as follows:
• Expanding the type and scope of health services in the Surabaya area in general and
to the East Surabaya area in particular.
• Increase the Company's revenue potential.
If the realisation of the plan to use the proceeds from the implementation of PMTHEMED for the
development of the aforementioned projects constitutes a material transaction as stipulated in
Regulation 17/2020, an affiliated transaction under Regulation 42/2020 and/or a conflict of interest
transaction under Regulation 42/2020, then the Company must comply with the provisions
stipulated in Regulation 17/2020 and Regulation 42/2020 when realising the proposed use of
proceeds.
2. Repayment of the Company's debt to SCIC based on the Company's Shareholder Loan Agreement.
The history of the Company's Shareholders Agreement is described below:
Outstanding
Parties to Amount as of the
Loan Description of the Loan
No. the date of this Use of Proceeds of the Loan Funds
Agreement Agreement
Agreement Information
Disclosure
1. Series A Lenders: a. Maximum Loan IDR289,084,399,800 Financing the construction of Mayapada
Loan SCIC Amount: Hospital South Jakarta by NKM.
Agreement Rp300,000,000,000
Borrower: The Company disbursed funds from the series A
Company b. Term of Loan: There is Loan Agreement to NKM through a loan with a
no specific term. maximum loan amount of Rp400,000,000,000
Repayment of the loan based on the Loan Agreement dated 6 June
facility will be made at 2012 as last amended by Addendum to Loan
any time in accordance Agreement No. 01/2020 dated 21 December
with the Company's 2020 ("Company-NKM Agreement"). There is
financial capabilities. no specific term of the Company-NKM
Agreement. Repayment of the loan facility will be
c. Interest Rate: No made at any time in accordance with the ability
interest charged. of NKM.
As of the date of this Information Disclosure, the
outstanding principal amount of NKM to the
Company under the Company-NKM Agreement
amounted to Rp2,236,166,484.
2. Series B Lenders: a. Maximum Loan Rp271,010,319,878 Purchase of land and construction cost for the
Loan SCIC Amount: expansion of Mayapada Hospital Surabaya by
Agreement Rp400,000,000,000 SAS.
Borrower:
Company b. Term of Loan: There is The Company disbursed funds from the series B
no specific term. Loan Agreement to SAS through a loan with a
Repayment of the loan maximum loan amount of Rp 200,000,000,000
facility will be made at based on the Loan Agreement dated 20 June
any time in accordance 2016, as lastly amended by Addendum III dated
with the Company's 20 June 2019 ("Company-SAS Agreement").
ability. There is no specific term of the Company-SAS
Agreement. Repayment of the loan facility will be
c. Interest Rate: No made at any time in accordance with the ability
interest charged. of SAS.
As of the date of this Information Disclosure, the
outstanding principal amount of SAS to the
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Outstanding
Parties to Amount as of the
Loan Description of the Loan
No. the date of this Use of Proceeds of the Loan Funds
Agreement Agreement
Agreement Information
Disclosure
Company based on the Company-SAS
Agreement is Rp177,434,494,329.
3. Series C Lenders: a. Maximum Loan Rp150,013,333,342 Purchase of land located in Jakarta Garden City,
Loan SCIC Amount: Jl. Raya Cakung Cilincing KM 0.5, East Jakarta
Agreement Rp150,000,000,000 for the purpose of construction of Mayapada
Borrower: hospital by KKS.
Company b. Term of Loan: There is
no specific term. The Company disbursed funds from the Series C
Repayment of the loan Loan Agreement to KKS through a loan with a
facility will be made at maximum loan amount of Rp150,000,000,000
any time in accordance based on Loan Agreement No. 001/PT-
with the Company's SRAJ/PP/IV-2017 dated 7 April 2017, as
ability. amended by Addendum to Loan Agreement
dated 2 January 2018 ("Company-KKS
c. Interest Rate: No Agreement"). Repayment of the loan facility
interest charged. under the Company-KKS Agreement will be
made in instalments in accordance with KKS's
financial capacity and will mature on 7 April 2019.
As of the date of this Information Disclosure, the
outstanding principal amount of KKS to the
Company based on the Company-KKS
Agreement is Rp2,000,050,008.
4. Series D Lenders: a. Maximum Loan Rp224,240,097,580 Lease payments, building renovations and
Loan SCIC Amount: purchase of medical equipment for the
Agreement Rp400,000,000,000 expansion of Mayapada Hospital Kuningan by
Borrower: SIS.
Company b. Term of Loan: There is
no specific term. The Company disbursed funds from the Series D
Repayment of the loan Loan Agreement to SIS through a loan with a
facility will be made at maximum loan amount of Rp400,000,000,000
any time in accordance based on Loan Agreement No. 002/PT-
with the Company's SRAJ/PP/IV-2017 dated 21 April 2017 as last
ability. amended by Addendum II of the Loan
Agreement dated 22 April 2019 ("Company-SIS
c. Interest Rate: No Agreement 1"). There is no specific term of the
interest charged. Company-SIS 1 Agreement. The repayment of
the loan facility will be made at any time in
accordance with SIS' ability.
As of the date of this Information Disclosure,
there is no outstanding principal amount owed by
SIS to the Company under the Company-SIS 1
Agreement.
5. Series E Lenders: a. Maximum Loan Rp119,400,238,407 Purchase of a plot of land for the purpose of
Loan SCIC Amount: expansion of Mayapada Hospital Bandung by
Agreement Rp125,000,000,000 NSK.
Borrower:
Company b. Timeframe: There is The Company disbursed funds from the Series E
no specific term. Loan Agreement to NSK through a loan with a
Repayment of the loan maximum loan amount of Rp125,000,000,000
facility will be made at based on Loan Agreement No. 003/PT-
any time in accordance SRAJ/PP/IX-2017 dated 6 September 2017, as
with the Company's last amended by Addendum II of the Loan
ability. Agreement dated 9 September 2019
("Company-NSK Agreement"). There is no
c. Interest Rate: No specific term of the Company-NSK Agreement.
interest charged. Repayment of the loan facility will be made in
instalments in accordance with NSK's financial
capability. Repayment can be in cash or
converted into other forms.
As of the date of this Information Disclosure,
there is no outstanding principal amount owed by
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Outstanding
Parties to Amount as of the
Loan Description of the Loan
No. the date of this Use of Proceeds of the Loan Funds
Agreement Agreement
Agreement Information
Disclosure
NSK to the Company under the Company-NSK
Agreement.
6. Series F Lenders: a. Maximum Loan Rp450,000,000,000 Repayment of the Company and NKM loans to
Loan SCIC Amount: PT Bank Negara Indonesia (Persero) Tbk
Agreement Rp450,000,000,000 ("Bank BNI") based on:
Borrower:
Company b. Term: 3 months from (i) Deed of Credit Agreement No. 18 dated 9
the date of the Series F June 2020, between Bank BNI as creditor
Loan Agreement. If the and the Company as debtor;
Company is unable to (ii) Deed of Credit No. 30 dated 28 July 2020,
repay the loan, the term between Bank BNI as creditor and SIS as
of the Series F Loan debtor;
Agreement will be (iii) Deed of Credit No. 31 dated 28 July 2020,
extended between Bank BNI as creditor and SIS as
automatically. debtor;
c. Interest Rate: No all of which made before Wenda Taurusita
interest charged. Amidjaja S.H., Notary in Jakarta.
The Company disbursed part of the funds from
the Series F Loan Agreement to SIS through a
loan with a maximum loan amount of
Rp255,000,000,000 based on Loan Agreement
No. 009/MHG-SRAJ/PKS/IX/2021 dated 30
September 2021 ("Company-SIS Agreement
2"). The Company-SIS Agreement 2 is valid for 1
year from the date of agreement and will be
extended automatically for 1 year if SIS has not
been able to make repayments. As of the date of
this Information Disclosure, there is no
outstanding principal amount owed by SIS to the
Company under the Company-SIS Agreement 2.
As of the date of this Information Disclosure,
there is no outstanding principal amount owed by
SIS to the Company under the Company-SIS
Agreement 2.
Assuming that the trading price of the Company's shares at the time of the PMTHMETD has a value
at least equal to the current trading price of the Company's shares, the outstanding amounts under
each of the Series A Loan Agreement, Series B Loan Agreement, Series C Loan Agreement, Series
D Loan Agreement, Series E Loan Agreement and Series F Loan Agreement as disclosed above
will be paid in full after the implementation of PMTHMETD.
If there is any remaining amount payable under each of the Series A Loan Agreement, Series B
Loan Agreement, Series C Loan Agreement, Series D Loan Agreement, Series E Loan Agreement
and Series F Loan Agreement, such remaining amount will be repaid in stages by the Company to
SCIC in accordance with the Company's financial capacity and/or other terms and conditions
binding on the Company.
The proposed use of proceeds from the PMTHMETD in the form of repayment of the Company's
loan to SCIC based on the Company's Shareholder Loan Agreement does not constitute a
transaction under OJK Regulation No. 42/2020 and OJK Regulation No. 17/2020 considering that
the debt repayment is part of the Company's obligation under the related loan agreement and is
not a stand-alone transaction. As such, the Company is not obliged to fulfil the provisions set out
in Regulation 17/2020 and Regulation 42/2020 to make such repayment.
11
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Affiliation relationship between the Company and SCIC:
(i) Control Relationship: SCIC is the controlling shareholder of the Company.
(ii) Management or Supervisory Relationship:
No. Name Title
Company SCIC
1. Grace Dewi Riady President Director Commissioner
2. Jane Dewi Tahir Director -
3. Jon Lie Sarpin Director -
4. Jonathan Tahir President Commissioner Director
5. H.R. Agung Laksono (H. Commissioner -
Raden Agung Laksono)
6. Daniel Tjen (Major General Commissioner -
Ret. Daniel Tjen)
7. drg. Melanie Hendriaty, S.Ms. Independent Commissioner -
8. Dr. A. Indrajana Soediono Independent Commissioner -
Information regarding the Company's obligation to fulfil the Capital Market laws and regulations in
relation to the Company's Shareholder Loan Agreement is as follows:
Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
1. Series A Loan Series A Loan Agreement Series A Loan Agreement
Agreement
and The Series A Loan Agreement constitutes a Material The Company has fulfilled the Information Disclosure
Company- Transaction under Rule IX.E.21 with a transaction value Obligations as follows:
NKM of 20%-50% of: (i) the Company's equity in 2011, in
Agreement connection with the Loan Agreement on Loan Facility • Agreement A-1: The Company has:
dated 6 June 2012 ("Agreement A-1") and (ii) the
Company's equity in 2012 in connection with the (i) conducted Information Disclosure on the A-1
Addendum dated 1 April 2013 ("Agreement A-2"). Agreement in the Daily Newspaper Ekonomi
Neraca Edition 8 June 2012;
The Addendum to Loan Agreement No. 08/2015 dated (ii) obtained a Fairness Opinion from KJPP
1 June 2015 ("Agreement A-3") and Addendum to Loan Miduk, Totok, & Rekan based on Fairness
Agreement No. 6/2016 dated 6 June 2016 ("Agreement Opinion on the Company's Transaction Plan
A-4") do not change the amount of loan granted by SCIC No. 012/FO/MTR-SA/V/2012; and
to the Company under the Series A Loan Agreement. (iii) Submit proof of announcement along with
supporting documents to OJK based on the
The Series A Loan Agreement constitutes an Affiliated Company's Letter No. 054/VI/PT-SRAJ/2012
Transaction under the provisions of Rule IX.E.1. dated 8 June 2012.
Based on the consideration of the Board of Directors of The obligation to disclose the information above is
the Company, the Series A Loan Agreement is not a carried out in accordance with the time period
Conflict of Interest Transaction considering: (i) the Series stipulated in Regulation IX.E.2.
A Loan Agreement has obtained a "fair" opinion from
KJPP, (ii) the funds received by the Company under the • Agreement A-2, Agreement A-3 and Agreement A-
Series A Loan Agreement are used to finance the 4:
construction of Mayapada Hospital South Jakarta by
NKM and (iii) the terms of the Series A Loan Agreement Based on the findings of the independent party due
are non-interest bearing by SCIC and there is no special diligence on the Company in 2021 where the
time period (when compared to loans from banks or Information Disclosure Obligation on Agreement A-
other financial institutions). Thus, the Series A Loan 2, Agreement A-3 and Agreement A-4 has not been
Agreement is beneficial to the Company and does not carried out at the time of signing the agreement, the
provide personal economic benefits to members of the Company carried out the Information Disclosure
Board of Directors, members of the Board of Obligation after obtaining ratification from the
Commissioners, major shareholders or controlling shareholders of the Series A Loan Agreement
persons of the Company. through the GMS on 18 February 2021, as follows:
Based on Rule IX.E.1 and Rule IX.E.2, the Company is (i) conducted Information Disclosure on the
obliged to disclose information to the public no later than: Series A Loan Agreement (including
(i) 2 business days after the date of signing the Agreement A-2, Agreement A-3 and
agreement related to Material Transaction or (ii) the Agreement A-4) on 11 October 2021 through
second business day after the occurrence of Affiliated the Indonesia Stock Exchange website
Transaction, including information regarding the based on the Company's Letter No. 010/PT-
summary of appraisal report and fairness opinion SRAJ/X/2021 dated 11 October 2021;
12
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
("Information Disclosure Obligation") in connection (ii) obtained a Fairness Opinion from KJPP
with the Series A Loan Agreement. The description of Yanuar, Rosye and Partners based on:
Information Disclosure Obligation is presented in the (a) Fairness Opinion on the Company's
right column. Transaction with Report No.
00054/2.0170-00/BS/05/0045/1/X/
2021 dated 8 October 2021 for
Agreement A-2;
(b) Fairness Opinion on the Company's
Transaction with Report No.
00055/2.0170-00/BS/05/0045/1/
X/2021 dated 8 October 2021 for
Agreement A-3; and
(c) Fairness Opinion on the Company's
Transaction with Report No.
00056/2.0170-00/BS/05/0045/1/X/
2021 dated 8 October 2021 for
Agreement A-4; and
(iii) submit supporting documents for Information
Disclosure to OJK through the Company
Letter No. 015/PT-SRAJ/X/2021 dated 21
October 2021.
Fulfilment of Information Disclosure Obligations as a
follow-up to the ratification of the GMS mentioned
above, is carried out after the lapse of the period
stipulated in Rule IX.E.2.
Prior to 11 October 2021, information regarding the
Series A Loan Agreement had also been announced
to the public through the Prospectus of Limited Public
Offering II with Pre-emptive Rights dated 28 October
2016 which contained details of Agreement A-2 and
Agreement A-3.
Based on the Deed of Minutes of Extraordinary
General Meeting of Shareholders Number 39 dated
18 February 2021, made by Recky Francky Limpele,
S.H., Notary in Central Jakarta ("Deed 39/2021"), the
shareholders of the Company have also approved
the ratification and ratification of the Company's
acceptance of loans from SCIC from 2012 to 18
February 2021, including the Series A Loan
Agreement.
The ratification pursuant to Deed 39/2021 was
carried out in relation to the Company's finding in
early 2021 through the due diligence process by an
independent party that the Company had not
conducted any affiliated transaction procedures
and/or material transactions in relation to several
loans obtained by the Company from SCIC.
Therefore, the Company felt the need to provide
adequate explanation to the Company's
shareholders at that time and sought ratification
from the Company's shareholders for the loans
received by the Company up to early 2021, including
the Series A Loan Agreement.
Meanwhile, the loan received by the Company from
SCIC has been recorded in the Company's financial
statements which have previously obtained
approval from the Company's shareholders through
the annual GMS.
13
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
Company-NKM Agreement Company-NKM Agreement
The Company-NKM Agreement is a Material The Company has submitted a report to OJK regarding
Transaction under Rule IX.E.2 with a transaction value the plan to provide loans by the Company to NKM based
of 20%-50% of the Company's equity and an Affiliated on the Company's Letter Number 054/VI/PT-SRAJ/2012
Transaction under Rule IX.E.1. dated 8 June 2012 Regarding Announcement of Material
Transactions and Affiliated Transactions.
However, based on the provisions of Number 3 letter a
1) Regulation IX.E.2, the agreement is exempted from Based on the findings of the Company's due diligence in
Information Disclosure Obligation considering that NKM 2021, the Company understands that the Company has
is a controlled company of the Company where more not made information disclosure based on Regulation
than 99% of its shares are owned by the Company. X.K.1 of the Company-NKM Agreement at the time of
Therefore, the Company is only required to announce signing the agreement. Therefore, the Company made
information disclosure on the Company-NKM information disclosure after obtaining ratification from the
Agreement based on Regulation X.K.12, which is no later shareholders of the Series A Loan Agreement through
than the end of the 2nd business day after the existence the GMS dated 18 February 2021, namely on 12
of information or material facts that may affect the value November 2021 through the Indonesia Stock Exchange
of the Company's securities or investors' investment website based on the Company's Letter No. 012/PT-
decisions. SRAJ/XI/2021 dated 12 November 2021.
2. Series B Loan Series B Loan Agreement Series B Loan Agreement
Agreement
and The Loan Agreement on Series B Loan Facility dated 20 Based on the findings of the independent party's due
Company- June 2016 ("Agreement B-1") is not a Material diligence on the Company in 2021 where the Information
SAS Transaction under Rule IX.E.2 as the initial loan Disclosure Obligation on Agreement B-1 and Agreement
Agreement transaction value did not reach 20% of the Company's B-2 has not been carried out at the time of signing the
equity in 2015. agreement, the Company carried out the Information
Disclosure Obligation after obtaining ratification from the
The Addendum dated 2 January 2018 ("Agreement B- shareholders of the Series B Loan Agreement through
2") which increases the amount of loan from SCIC to the the GMS on 18 February 2021, as follows:
Company is a Material Transaction under Rule IX.E.2
with a transaction value of 20%-50% of the Company's a. The Company has conducted Information
equity in 2017. Disclosure on the Series B Loan Agreement
(including Agreement B-1 and Agreement B-2) on
The Series B Loan Agreement constitutes an Affiliated 11 October 2021 through the Indonesia Stock
Transaction under the provisions of Rule IX.E.1. Exchange website based on the Company's
Letter No. 010/PT-SRAJ/X/2021 dated 11
Based on the consideration of the Board of Directors and October 2021.
Board of Commissioners of the Company, the Series B b. The Company has obtained a Fairness Opinion
Loan Agreement is not a Conflict of Interest Transaction from KJPP Yanuar, Rosye and Partners based
considering: (i) the Series B Loan Agreement has on:
obtained a "fair" opinion from KJPP, (ii) the funds • Fairness Opinion on the Company's
received by the Company under the Series B Loan Transaction with Report No. 00057/2.0170-
Agreement are used for the purchase of land and 00/BS/05/0045/1/X/2021 dated 8 October
construction costs in the context of the expansion of 2021 for Agreement B-1; and
Mayapada Hospital Surabaya by SAS and (iii) the terms • Fairness Opinion on the Company's
of the Series B Loan Agreement are not subject to Transaction with Report No. 00058/2.0170-
interest by SCIC and there is no special time period 00/BS/05/0045/1/X/2021 dated 8 October
(when compared to loans from banks or other financial 2021 for Agreement B-2.
institutions). As such, the Series B Loan Agreement is c. The Company has submitted supporting
favourable to the Company and does not provide documents for Information Disclosure to OJK
personal economic benefits to members of the Board of through the Company Letter No. 015/PT-
Directors, members of the Board of Commissioners, SRAJ/X/2021 dated 21 October 2021.
major shareholders or controllers of the Company.
Fulfilment of Information Disclosure Obligations as a
The Company is obliged to perform Information follow-up to the ratification of the GMS mentioned above,
Disclosure Obligations in connection with the Series B is carried out after the lapse of the period stipulated in
Loan Agreement. The description of the Information Rule IX.E.2.
Disclosure Obligations is presented in the right column.
Prior to 11 October 2021, information regarding the
Series B Loan Agreement had also been announced to
the public through the Prospectus of Limited Public
Offering II with Pre-emptive Rights dated 28 October
2016 which contained details of Agreement B-1.
Pursuant to Deed 39/2021, the shareholders of the
Company have also approved the ratification and
ratification of the Company's acceptance of loans from
14
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
SCIC from 2012 to 18 February 2021, including
Agreement B-1 and Agreement B-2.
The ratification pursuant to Deed 39/2021 was carried
out in connection with the Company's finding in early
2021 through the due diligence process by an
independent party that the Company had not carried out
procedures for related party transactions and/or
material transactions in relation to several loans
obtained by the Company from SCIC. Therefore, the
Company felt the need to provide adequate explanation
to the Company's shareholders at that time and sought
ratification from the Company's shareholders for the
loans received by the Company up to early 2021,
including the Series B Loan Agreement.
Meanwhile, the loan received by the Company from
SCIC has been recorded in the Company's financial
statements which have previously obtained approval
from the Company's shareholders through the annual
GMS.
Company-SAS Agreement Company-SAS Agreement
The Company-SAS Agreement is not a Material The Company has submitted a report to OJK on the
Transaction considering that the loan value of the Company-SAS Agreement based on the Company's
Company-SAS Agreement does not reach 20% of the Letter No. 025/PT-SRAJ/VI/2016 dated 22 June 2016 in
Company's equity in 2015. The Company-SAS accordance with the time period stipulated in Regulation
Agreement is an Affiliated Transaction based on Rule IX.E.1.
IX.E.1.
Furthermore, as a follow-up to the ratification obtained
Based on the provisions of Number 2 letter b 5) from the GMS of the Series B Loan Agreement on 18
Regulation IX.E.1, the agreement is exempted from the February 2021, the Company has also conducted
Disclosure Obligation considering that SAS is a Information Disclosure on the Company-SAS
controlled company of the Company where more than Agreement on 12 November 2021 through the Indonesia
99% of its shares are owned by the Company and the Stock Exchange website based on the Company's Letter
transaction is only required to be reported by the No. 013/PT-SRAJ/XI/2021 dated 12 November 2021.
Company no later than the 2nd business day after the
occurrence of the Affiliated Transaction.
3. Series C Loan Series C Loan Agreement Series C Loan Agreement
Agreement
and The Series C Loan Agreement is not a Material Based on the findings of the independent party's due
Company- Transaction under Rule IX.E.2 given that the initial loan diligence on the Company in 2021 where the Information
KKS transaction value did not reach 20% of the Company's Disclosure Obligation on the Series C Loan Agreement
Agreement equity in 2016. has not been carried out at the time of signing the
agreement, the Company carried out the Information
The Series C Loan Agreement constitutes an Affiliated Disclosure Obligation after obtaining ratification from the
Transaction under the provisions of Rule IX.E.1. shareholders of the Series C Loan Agreement through
the GMS on 18 February 2021, as follows:
Based on the consideration of the Board of Directors of
the Company, the Series C Loan Agreement is not a a. The Company has conducted Information
Conflict of Interest Transaction considering: (i) the Series Disclosure on the Series C Loan Agreement on
C Loan Agreement has obtained a "fair" opinion from 11 October 2021 through the Indonesia Stock
KJPP, (ii) the funds received by the Company under the Exchange website based on the Company's
Series C Loan Agreement are used for the purchase of Letter No. 010/PT-SRAJ/X/2021 dated 11
land lots located in Jakarta Garden City, Jl. Raya October 2021.
Cakung Cilincing KM 0.5, East Jakarta for the purpose b. The Company has obtained a Fairness Opinion
of construction of Mayapada Hospital by KKS, (iii) the on the Series C Loan Agreement from KJPP
terms of the Series C Loan Agreement are not subject to Yanuar, Rosye and Partners based on Report No.
interest by SCIC and there is no special time period 00059/2.0170-00/BS/05/0045/1/X/2021 dated 8
(when compared to loans from banks or other financial October 2021.
institutions). Thus, the Series C Loan Agreement is c. The Company has submitted supporting
favourable to the Company and does not provide documents for Information Disclosure to OJK
personal economic benefits to members of the Board of
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
Directors, members of the Board of Commissioners, through the Company Letter No. 015/PT-
major shareholders or controlling persons of the SRAJ/X/2021 dated 21 October 2021.
Company.
Fulfilment of Information Disclosure Obligations as a
The Company is obliged to perform Information follow-up to the ratification of the GMS mentioned above,
Disclosure Obligations in connection with the Series C is carried out after the lapse of the period stipulated in
Loan Agreement. A description of the Information Rule IX.E.2.
Disclosure Obligations is presented in the right column.
Based on Deed 39/2021, the shareholders of the
Company have also approved the ratification and
ratification of the Company's loan receipts from SCIC
from 2012 to 18 February 2021, including the Series C
Loan Agreement.
The ratification pursuant to Deed 39/2021 was carried
out in relation to the Company's finding in early 2021
through the due diligence process by an independent
party that the Company had not conducted any affiliated
transaction procedures and/or material transactions in
relation to several loans obtained by the Company from
SCIC. Therefore, the Company felt the need to provide
adequate explanation to the Company's shareholders
at that time and sought ratification from the Company's
shareholders for the loans received by the Company up
to early 2021, including the Series C Loan Agreement.
Meanwhile, the loan received by the Company from
SCIC has been recorded in the Company's financial
statements which have previously obtained approval
from the Company's shareholders through the annual
GMS.
Company-KKS Agreement Company-KKS Agreement
The Company-KKS Agreement is not a Material Based on the findings of the Company's due diligence in
Transaction considering that the loan value of the 2021, the Company understands that the Company has
Company-SAS Agreement does not reach 20% of the not reported the Company-KKS Agreement to OJK at
Company's equity in 2015. The Company-SAS the time of signing the agreement in accordance with
Agreement is an Affiliated Transaction based on Rule Regulation IX.E.1. Therefore, the Company disclosed
IX.E.1. information after obtaining ratification from the
shareholders of the Series C Loan Agreement through
Based on the provisions of Number 2 letter b 5) the GMS dated 18 February 2021, namely on 12
Regulation IX.E.1, the agreement is exempted from the November 2021 through the Indonesia Stock Exchange
Information Disclosure Obligation considering that KKS website based on the Company's Letter No. 014/PT-
is a controlled company of the Company where 99% of SRAJ/XI/2021 dated 12 November 2021.
its shares are owned by the Company and the
transaction is only required to be reported by the
Company no later than the 2nd business day after the
occurrence of the Affiliated Transaction.
4. Series D Loan Series D Loan Agreement Series D Loan Agreement
Agreement
and The Loan Agreement on Series D Loan Facility dated 21 Based on the findings of the independent party due
Company April 2017 ("D-1 Agreement") is not a Material diligence on the Company in 2021 where the Information
Agreement- Transaction under Rule IX.E.2 as the initial loan Disclosure Obligation on Agreement D-1 and Agreement
SIS 1 transaction value did not reach 20% of the Company's D-2 has not been carried out at the time of signing the
equity in 2016. agreement, the Company carried out the Information
Disclosure Obligation after obtaining ratification from the
The Addendum dated 22 April 2019 ("Agreement D-2") shareholders of the Series D Loan Agreement through
which increases the amount of loan from SCIC to the the GMS on 18 February 2021, as follows:
Company is a Material Transaction under Rule IX.E.2
with a transaction value of 20%-50% of the Company's a. The Company has conducted Information
equity in 2018. Disclosure on the Series D Loan Agreement
(including Agreement D-1 and Agreement D-2) on
The Series D Loan Agreement constitutes an Affiliated 11 October 2021 through the Indonesia Stock
Transaction under the provisions of Rule IX.E.1. Exchange website.
Based on the consideration of the Board of Directors and
Board of Commissioners of the Company, the Series D
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
Loan Agreement is not a Conflict of Interest Transaction b. The Company has obtained a Fairness Opinion
considering: (i) the Series D Loan Agreement has from KJPP Yanuar, Rosye and Partners based
obtained a "fair" opinion from KJPP, (ii) the funds on:
received by the Company under the Series D Loan
Agreement are used for lease payments, building • Fairness Opinion on the Company's
renovations and the purchase of medical equipment in Transaction with Report No. 00060/2.0170-
the context of the expansion of Mayapada Hospital 00/BS/05/0045/1/X/2021 dated 8 October
Kuningan by SIS and (iii) the terms of the Series D Loan 2021 for Agreement D-1; and
Agreement are not subject to interest by SCIC and there • Fairness Opinion on the Company's
is no special time period (when compared to loans from Transaction with Report No. 00061/2.0170-
banks or other financial institutions). Thus, the Series D 00/BS/05/0045/1/X/2021 dated 8 October
Loan Agreement is beneficial to the Company and does 2021 for Agreement D-2.
not provide personal economic benefits for members of
the Board of Directors, members of the Board of c. The Company has submitted supporting
Commissioners, major shareholders or controllers of the documents for Information Disclosure to OJK
Company. through the Company Letter No. 015/PT-
SRAJ/X/2021 dated 21 October 2021.
The Company is obliged to perform Information
Disclosure Obligations in connection with the Series D Fulfilment of Information Disclosure Obligations as a
Loan Agreement. A description of the Information follow-up to the ratification of the GMS mentioned above,
Disclosure Obligations is presented in the right column. is carried out after the lapse of the period stipulated in
Rule IX.E.2.
Furthermore, based on Deed 39/2021, the shareholders
of the Company have also approved the ratification and
ratification of the Company's loan acceptance from SCIC
from 2012 to 18 February 2021, including Agreement D-
1 and Agreement D-2.
The ratification pursuant to Deed 39/2021 was carried
out in connection with the Company's finding in early
2021 through the due diligence process by an
independent party that the Company had not carried out
procedures for related party transactions and/or
material transactions in relation to several loans
obtained by the Company from SCIC. Therefore, the
Company felt the need to provide adequate explanation
to the Company's shareholders at that time and sought
ratification from the Company's shareholders for the
loans received by the Company up to early 2021,
including the Series D Loan Agreement.
Meanwhile, the loan received by the Company from
SCIC has been recorded in the Company's financial
statements which have previously obtained approval
from the Company's shareholders through the annual
GMS.
Company Agreement-SIS 1 Company Agreement-SIS 1
The Company-SIS 1 Agreement is a Material Based on the findings of the Company's due diligence in
Transaction under Rule IX.E.2 with a transaction value 2021, the Company understands that the Company has
of 20%-50% of the Company's equity and an Affiliated not made information disclosure based on Regulation
Transaction under Rule IX.E.1. X.K.1 of the Company-SIS 1 Agreement at the time of
signing the agreement. Therefore, the Company made
However, based on the provisions of Number 3 letter a information disclosure after obtaining ratification from the
1) Regulation IX.E.2, the agreement is exempted from shareholders of the Series D Loan Agreement through
the Information Disclosure Obligation considering that the GMS dated 18 February 2021, namely on 12
SIS is a controlled company of the Company where November 2021 through the Indonesia Stock Exchange
more than 99% of its shares are owned by the Company. website based on the Company's Letter No. 015/PT-
Therefore, the Company is only required to announce SRAJ/XI/2021 dated 12 November 2021.
information disclosure on the Company-SIS Agreement
based on Regulation X.K.1, which is no later than the
end of the 2nd business day after the existence of
information or material facts that may affect the value of
the Company's securities or investors' investment
decisions.
17
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
5. Series E Loan Series E Loan Agreement Series E Loan Agreement
Agreement
and The Series E Loan Agreement is not a Material Based on the findings of the independent party's due
Company- Transaction under Rule IX.E.2 as the initial loan diligence on the Company in 2021 where the Information
NSK transaction value did not reach 20% of the Company's Disclosure Obligation on the Series E Loan Agreement
Agreement equity in 2016. has not been carried out at the time of signing the
agreement, the Company carried out the Information
The Series E Loan Agreement constitutes an Affiliated Disclosure Obligation after obtaining ratification from the
Transaction under the provisions of Rule IX.E.1. shareholders of the Series E Loan Agreement through
the GMS on 18 February 2021, as follows:
Based on the consideration of the Board of Directors of
the Company, the Series E Loan Agreement is not a a. The Company has conducted Information
Conflict of Interest Transaction considering: (i) the Series Disclosure on the Series E Loan Agreement on 11
E Loan Agreement has obtained a "fair" opinion from October 2021 through the Indonesia Stock
KJPP, (ii) the funds received by the Company under the Exchange website.
Series D Loan Agreement are used for the purchase of b. The Company has obtained a Fairness Opinion
a plot of land for the purpose of expansion of Mayapada on the Series E Loan Agreement from KJPP
Hospital Bandung by NSK and (iii) the terms of the Yanuar, Rosye and Partners based on the
Series E Loan Agreement are non-interest bearing by Fairness Opinion on the Company's Transaction
SCIC and there is no special time period (when with Report No. 00062/2.0170-
compared to loans from banks or other financial 00/BS/05/0045/1/X/2021 dated 8 October 2021.
institutions). As such, the Series E Loan Agreement is c. The Company has submitted supporting
favourable to the Company and does not provide documents for Information Disclosure to OJK
personal economic benefits to members of the Board of through the Company Letter No. 015/PT-
Directors, members of the Board of Commissioners, SRAJ/X/2021 dated 21 October 2021.
major shareholders or controllers of the Company.
Fulfilment of Information Disclosure Obligations as a
The Company is obliged to perform Information follow-up to the ratification of the GMS mentioned above,
Disclosure Obligations in connection with the Series E is carried out after the lapse of the period stipulated in
Loan Agreement. The description of Information Rule IX.E.2.
Disclosure Obligations is presented in the right column.
Based on Deed 39/2021, the shareholders of the
Company have also approved the ratification and
ratification of the Company's loan receipts from SCIC
from 2012 to 18 February 2021, including the Series E
Loan Agreement.
The ratification pursuant to Deed 39/2021 was
conducted in relation to the Company's finding in early
2021 through the due diligence process by an
independent party that the Company had not conducted
any affiliated transaction procedures and/or material
transactions in relation to several loans obtained by the
Company from SCIC. Therefore, the Company felt the
need to provide adequate explanation to the Company's
shareholders at that time and sought ratification from
the Company's shareholders for the loans received by
the Company up to early 2021, including the Series E
Loan Agreement.
Meanwhile, the loan received by the Company from
SCIC has been recorded in the Company's financial
statements which have previously obtained approval
from the Company's shareholders through the annual
GMS.
Company-NSK Agreement Company-NSK Agreement
The Company-NSK Agreement is not a Material Based on the findings of the Company's due diligence in
Transaction considering that the loan value of the 2021, the Company understands that the Company has
Company-SAS Agreement does not reach 20% of the not reported the Company-NSK Agreement to OJK at
Company's equity in 2016. The Company-NSK the time of signing the agreement in accordance with
Agreement is an Affiliated Transaction under Rule Regulation IX.E.1. Therefore, the Company disclosed
IX.E.1. information after obtaining ratification from the
shareholders of the Series E Loan Agreement through
Based on the provisions of Number 2 letter b 5) the GMS dated 18 February 2021, namely on 12
Regulation IX.E.1, the agreement is exempted from the November 2021 through the Indonesia Stock Exchange
Information Disclosure Obligation considering that NSK
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Obligations related to Material Transactions, Affiliated Transactions and Conflict of Interest Transactions based on Regulation
IX.E.1 and Regulation IX.E.21 or Regulation 17/2020 and Regulation 42/2020
Loan
No. Company Obligations Fulfilment of Obligations by the Company
Agreement
is a controlled company of the Company where 99% of website based on the Company's Letter No. 016/PT-
its shares are owned by the Company and the SRAJ/XI/2021 dated 12 November 2021.
transaction is only required to be reported by the
Company no later than the 2nd business day after the
occurrence of the Affiliated Transaction.
6. Series F Loan Series F Loan Agreement Series F Loan Agreement
Agreement
and The Series F Loan Agreement is a Material Transaction The Company has fulfilled its Material Transaction
Company under Regulation 17/2020 with a transaction value of obligations under Regulation 17/2020 in relation to the
Agreement- 20%-50% of the Company's equity as of 31 March 2021. Series F Loan Agreement as follows:
SIS 2
The Series F Loan Agreement constitutes an Affiliated • The Company has conducted Information
Transaction under the provisions of Regulation 42/2020. Disclosure through the Indonesia Stock Exchange
website on 23 September 2021;
Based on the consideration of the Board of Directors and • Obtained a fairness opinion from KJPP Yanuar,
Board of Commissioners of the Company, the Series F Rosye based on the Fairness Opinion Report No.
Loan Agreement is not a Conflict of Interest Transaction 00051/2.0170-00/BS/05/0045/1/IX/2021 dated 21
considering: (i) the Series F Loan Agreement has September 2021; and
obtained a "fair" opinion from KJPP, (ii) the funds • Submit the Information Disclosure document and its
received by the Company under the Series F Loan supporting documents to OJK based on the
Agreement are used for the repayment of the Company's Letter No. 009/PT-SRAJ/IX/2021 dated
Company's and SIS's loans to Bank BNI and (iii) the 23 September 2021.
terms of the Series F Loan Agreement are non-interest
bearing by SCIC and there is no special time period The above Material Transaction obligations are carried
(when compared to loans from other banks or financial out in accordance with the time period stipulated in
institutions). Thus, the Series F Loan Agreement is Regulation 17/2020.
beneficial to the Company and does not provide
personal economic benefits for members of the Board of
Directors, members of the Board of Commissioners,
major shareholders, or controllers of the Company.
Based on the provisions of Regulation 17/2020, the
Company is required to do the following in connection
with the Series F Loan Agreement: (i) use an appraiser
to determine the fair value of the object of the Material
Transaction and/or the fairness of the transaction, (ii)
announce information disclosure to the public no later
than 2 working days after the date of the Material
Transaction and (iii) submit information disclosure and
supporting documents to OJK together with the
announcement of information disclosure. A description
of the obligations of Material Transactions based on
Regulation 17/2020 is presented in the right column.
Company Agreement-SIS 2 Company Agreement-SIS 2
The Company-SIS 2 Agreement is not a Material Based on the Company's internal findings, there was a
Transaction considering that the loan value of the delay in reporting to OJK on the Company-SIS2
Company-SIS 2 Agreement does not reach 20% of the Agreement as required by Regulation 42/2020. As a
Company's equity as of 31 March 2021. The Company- ratification action, the Company disclosed information on
SIS 2 Agreement is an Affiliated Transaction based on the Company-SIS 2 Agreement on 22 October 2021
Regulation 42/2020. through the Indonesia Stock Exchange website based
on the Company's Letter No. 012/PT-SRAJ/X/2021.
Based on the provisions of Article 6 paragraph (1) letter
b jo. Article 6 paragraph (2) of Regulation 42/2020, the
Company must report the Company-SIS 2 Agreement to
OJK no later than the end of the 2nd business day after
the date of the Affiliated Transaction.
Notes:
1. Regulation IX.E.2 (Decree of the Chairman of Bapepam-LK No. KEP-614/BL/2011 dated 28 November 2011) and Regulation
IX.E.1 (Decree of the Chairman of Bapepam-LK No. KEP-412/BL/2009 dated 25 November 2009) are regulations governing
Material Transactions, Affiliated Transactions and Conflict of Interest Transactions prior to the enactment of Regulation 17/2020
and Regulation 42/2020.
2. Regulation X.K.1 (Decree of the Chairman of Bapepam No. KEP-86/PM/1996 dated 24 January 1996) is a regulation governing
the disclosure of information or material facts prior to the enactment of OJK Regulation No. 31/POJK.04/2015 dated 22 December
2015.
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The Company hereby informs that the realization of the proposed use of proceeds (including the allocation
of proceeds from the implementation of PMTHMETD) mentioned above remains subject to changes
depending on the priority of the Company's funding needs at the time of PMTHMETD is implemented and
the amount of funds that can be received by the Company from the implementation of PMTHMETD.
C. PMTHMETD Exercise Price
In accordance with Number V.1.1 of the Amendment to Regulation No. I-A regarding the Listing of Shares
and Equity Securities Other than Shares Issued by Listed Companies (Attachment to the Decree of the
IDX Board of Directors No. KEP-00101/BEl/12-2021 dated 21 December 2021), the exercise price of
PMTHMETD shares is at least 90% of the average closing price of 25 consecutive trading days in the
regular market before the date of application for listing of additional shares resulting from the PMTHMETD.
D. Capital Structure and Composition of the Company's Share Ownership Before and After the
Implementation of PMTHMETD
The following table shows the Company's capital structure before and after the PMTHMETD.
The Company's capital structure prior to the PMTHMETD is based on Deed of Meeting Resolution No.
54 dated 22 September 2020, made before Recky Francky Limpele, S.H., M.Kn., Notary in Jakarta Pusat
which has been notified to the MOLHR based on Notification Receipt of Amendment to the Company's
Articles of Association No. AHU-AH.01.03-0391164 dated 25 September 2020 ("Deed 54/2020"), Deed
of Meeting Resolution No. 40 dated 18 February 2021, made before Recky Francky Limpele, S.H., M.Kn.,
Notary in Jakarta Pusat which has been approved by the MOLHR based on Letter of Approval of
Amendments to the Company's Articles of Association No. AHU-0010445.AH.01.02 of 2021 dated 18
February 2021 ("Deed 40/2021") and the Company's Register of Shareholders of June 2024 issued by
Ficomindo Buana Registrar as the Company's Securities Administration Bureau.
Before PMTHMETD Implementation After PMTHMETD Implementation
Shareholder Nominal value Rp100 per share Nominal value Rp100 per share
Structure Number of Number of
Nominal Value (Rp) (%) Nominal Value (Rp) (%)
Shares Shares
Authorized Capital 48,000,000,000 4,800,000,000,000 - 48,000,000,000 4,800,000,000,000 -
Issued and Paid-up Capital
SCIC 7,199,214,743 719,921,474,300 59,99 7,199,214,743 719,921,474,300 54,54
HPIL 2,179,993,002 217,999,300,200 18,17 2,179,993,002 217,999,300,200 16,51
Wing Harvest Ltd 1,275,665,754 127,566,575,400 10,63 1,275,665,754 127,566,575,400 9,66
Dato'Sri Prof. DR
2,500,000 250,000,000 0,02 2,500,000 250,000,000 0,02
Tahir MBA
Jane Dewi Tahir 50,000,000 5,000,000,000 0,42 50,000,000 5,000,000,000 0,38
Jonathan Tahir 58,252,800 5,825,280,000 0,49 58,252,800 5,825,280,000 0,44
Public Ownership
1,235,079,146 123,507,914,600 10,28 1,235,079,146 123,507,914,600 9,36
below 5%
Investor - - - 1,200,070,544 120,007,054,400 9,09
Total 12,000,705,445 1,200,070,544,500 100,00 13,200,775,989 1,320,077,598,900 100,00
Shares in Portepel 35,999,294,555 3,599,929,455,500 - 34,799,224,011 3,479,922,401,100 -
The shares to be issued in connection with the implementation of PMTHMETD have the same rights,
position and degree in all respects as the fully paid-up shares in the Company, including the right to
dividends and the right to vote in the GMS and other corporate actions to be carried out by the Company.
All shares resulting from the PMTHMETD will be new shares that will be issued from the Company's
portfolio and will be listed on the IDX.
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E. Approval and/or Notification related to PMTHMETD Plan
The Company does not require prior approval from third parties (including the government or other
institutions) and/or have an obligation to submit a notification to third parties (including the government or
other institutions) for the plan to increase the Company's capital in the framework of PMTHMETD, except
for:
1. The Company's obligation to obtain prior approval from PT Indonesia Infrastructure Finance
("IIF") for changes in the capital structure, percentage of share ownership or composition of the
Company's shareholders in accordance with the provisions of the Deed of Senior Term Loan
Facility Agreement No. 165 dated 27 September 2023, made before Jimmy Tanal, S.H., Notary
in South Jakarta between the Company, NSK, SAS as the loan recipient and IIF as the lender.
In connection with this, the Company has submitted notification of the PMTHMETD plan to IIF
based on the Company's Letter No. 017/BF/MHG/VII/2024 dated 19 July 2024 regarding
Notification of Capital Increase Plan without Pre-emptive Rights. Based on IIF Letter No.
S.1155/VII/IIF/2024 dated 24 July 2024, IIF has responded that before providing approval, IIF will
conduct due diligence, including conducting a Know Your Customer process for investors in the
proposed PMTHMETD. Approval from IIF is not required to be obtained by the Company before
holding an Independent GMS in order to approve the proposed PMTHMETD or in other words,
IIF's approval for the change in the Company's capital structure can be submitted after there is a
definitive investor who will subscribe for the new shares in the implementation of the PMTHMTED.
Furthermore, based on an email from IIF dated 8 August 2024, IIF has also provided written
confirmation that IIF in principle does not object to the proposed PMTHMETD which will result in
changes to SRAJ's capital structure which will strengthen SRAJ's capital structure.
Considering that the implementation of the PMTHMETD will strengthen the Company's capital
structure and considering the Company group’s track record with IIF so far, the Company believes
that IIF will approve the changes in the Company's capital structure in the context of the
PMTHMETD.
2. The Company's obligation to submit a written notification to PT Bank Mandiri (Persero) Tbk
("Bank Mandiri") as Trustee (Wali Amanat) of Sejahteraraya Anugrahjaya Bonds I Year 2022
on the amendment of the articles of association in connection with the provisions of Deed of
Addendum II and Restatement of Trustee Agreement of Sejahteraraya Anugrahjaya Bonds I Year
2022 No. 50 dated 23 September 2022, made before Notary Aulia Taufani, S.H., Notary in South
Jakarta between the Company and Bank Mandiri. Such notification must be submitted within 14
calendar days from the date of knowledge of the amendment to the articles of association (namely
since the amendment to the articles of association of the Company as the implementation of
PMTHMETD).
3. The Company's obligation to submit written notification to PT Bank Bukopin Tbk ("Bank
Bukopin") on changes to the composition of shareholders and amendments to the Company's
articles of association in connection with the provisions of the loan agreement between the
Company and Bank Bukopin. Notification of amendment to the articles of association must be
submitted within 15 calendar days after the date of amendment to the articles of association of
the Company as the implementation of PMTHMETD.
F. Estimated Schedule of PMTHMETD
The implementation of PMTHMETD will be carried out after obtaining the approval of independent
shareholders in the Independent GMS which will be held on 12 August 2024. In accordance with the
provisions of Regulation 14/2019 and taking into account the Company's capital needs, the PMTHMETD
can be implemented no later than 2 years from the date of obtaining the Independent GMS approval for
the PMTHMETD.
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G. Impact of PMTHMETD on the Company's Shareholders
As a result of the issuance of new shares through PMTHMETD, the number of shares issued by the
Company will increase. Furthermore, as a result of the increase in the number of shares issued by the
Company in the PMTHMETD, the percentage of share ownership of each shareholder of the Company
will decrease (dilution) by a maximum of 9.09%, where the dilution calculation is stated in the table of
Capital Structure and Composition of Share Ownership of the Company Before and After the
Implementation of PMTHMETD above.
Basically, other than the decrease (dilution) as described above, the PMTHMETD does not result in any
other impact on the shareholders of the Company.
H. Description of Prospective Investor
As of the date of this Information Disclosure, there is no definitive prospective investor who will take part
in the new shares to be issued by the Company in the framework of this PMTHMETD.
Up to the date of this Information Disclosure, the Company has targeted several strategic prospective
investors who will participate in the PMTHMETD and such targeted prospective investors are not parties
that have an affiliate relationship with the Company or the controller of the Company.
There is no change in control of the Company as a result of the implementation of the PMTHMETD.
I. Management Discussion and Analysis of the Company's Financial Condition Before and After
PMTHMETD
In general, the PMTHMETD plan will directly impact the capital structure and liquidity of the Company's
shares. In connection with the PMTHMETD, the Company's total equity and total cash and cash
equivalents will increase with the proceeds from the PMTHMETD.
The pro forma analysis and discussion of the Company's financial condition set out below has been
prepared using the following assumptions:
• Closing share price on 28 June 2024: Rp2,290 (two thousand two hundred ninety Rupiah).
• The number of new shares of the Company is assumed to be 1,200,070,544 shares (one billion
two hundred million seventy thousand five hundred forty-four shares).
Financial Position Based on 2023 Financial Statements Based on March 2024 Financial Report
(unless otherwise After the After the
Prior to the Prior to the
specified, in millions Implementation of Implementation of
PMTHMETD PMTHMETD
Rupiah) PMTHMETD PMTHMETD
Total current assets 998.249 3,746,411 952,410 3,706,572
Total assets 5,606,291 8,354,453 5,618,953 8,367,115
Total liabilities 3,748,834 3,748,834 3,756,693 3,756,693
Total equity 1,857,457 4,605,619 1,862,260 4,610,422
Total liabilities and
5,606,291 8,354,453 5,618,953 8,367,115
equity
Financial Ratio
Total liabilities / Total
2,0 0,8 2,0 0,8
equity (X)
Total liabilities / Total
0,7 0,4 0,7 0,4
assets (X)
Total current assets / Total
0,5 1,8 0,5 1,8
current liabilities (X)
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INFORMATION ABOUT THE COMPANY
A. Brief History of the Company
The Company was established under the name of Sejahtera Raya Anugrah as evident in the Deed of
Limited Liability Company Sejahtera Raya Anugrah No. 210 dated May 20, 1991 and then changed its
name to Sejahteraraya Anugrahjaya based on the Deed of Amendment of Sejahteraraya Anugrahjaya
No. 200, dated December 11, 1992, both of which were made before Misahardi Wilamarta, S.H., Notary
in Jakarta, and has been ratified by Decree of the Minister of Justice of the Republic of Indonesia No. C2-
3786.HT.01.01.Th.93 dated May 26, 1993, which has been registered in the register at the Central Jakarta
District Court Office on October 25, 1994 under No. 2072/1994, and announced in the State Gazette of
the Republic of Indonesia No. 104 dated December 31, 1994, Supplement No. 10967.
The Company has adjusted its purposes and objectives and business activities of the Company with the
Regulation of the Central Bureau of Statistics No. 2 of 2020 concerning the Indonesian Standard Industrial
Classification based on the Deed of Minutes of Extraordinary General Meeting of Shareholders No. 98
dated 17 December 2021 made by Buntario Tigris, S.H., Notary in Central Jakarta ("Deed 98/2021").
Deed 98/2021 (i) has been notified to the MOLHR based on Notification Receipt of Amendment to the
Company's Articles of Association No. AHU-0001071.AH.01.02.Tahun 2022 dated 6 January 2022, (ii)
has been notified to the MOLHR based on Notification Receipt of Amendment to Company's Data No.
AH.01.03-0009900 dated 6 January 2022, and (iii) registered in the Register of Companies at MOLHR
under No. AHU-0002982.AH.01.11.Tahun 2022 dated 6 January 2022.
The latest amendment to the Company's Articles of Association is as set out in the Deed of Resolution of
the Company's Meeting No. 43 dated 12 July 2024, made before Buntario Tigris Darmawa Ng, S.H.,
Notary in Central Jakarta ("Deed 43/2024"). Deed 43/2024 has been (i) notified by MOLHR pursuant to
Acceptance of Notification of Amendment to the Company's Articles of Association No. AHU-
AH.01.03.0172365 dated 16 July 2024, (ii) notified by MOLHR pursuant to Acceptance of Amendment to
the Company's Data No. AHU-AH.01.09-0226773 dated 16 July 2024, and (iii) registered in the Register
of Companies at MOLHR under No. AHU-0143280.AH.01.11.TAHUN 2024 dated 16 July 2024. Based
on Deed 43/2021, the shareholders of the Company have approved, among others (i) changes in the
composition of the Company's management and (ii) amendments to the provisions of Article 34 of the
Company's Articles of Association regarding meetings of the Board of Commissioners .
B. Capital Structure and Shareholding
As of the date of this Information Disclosure, the Company's capital structure and share ownership
composition are based on Deed 54/2020, Deed 41/2021 and the Company's Shareholders Register of
June 2024 issued by Ficomindo Buana Registrar as the Company's Securities Administration Bureau, as
follows:
Nominal value Rp100 per share
Description
Number of Shares Nominal Value (Rp) (%)
Authorized Capital 48,000,000,000 4,800,000,000,000 -
SCIC 7,199,214,743 719,921,474,300 59,99
HPIL 2,179,993,002 217,999,300,200 18,17
Wing Harvest Ltd 1,275,665,754 127,566,575,400 10,63
Dato'Sri Prof. DR Tahir MBA 2,500,000 250,000,000 0,02
Jane Dewi Tahir 50,000,000 5,000,000,000 0,42
Jonathan Tahir 58,252,800 5,825,280,000 0,49
Public Ownership below 5% 1,235,079,146 123,507,914,600 10,28
Total 12,000,705,445 1,200,070,544,500 100,00
Shares in Portepel 35,999,294,555 3,599,929,455,500 -
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Since the Company's Initial Public Offering in 2011 up to the date of this Information Disclosure, the
Company has undertaken 2 capital increases as follows:
1. In 2012, the Company conducted a Limited Public Offering I with Pre-emptive Rights ("Rights
Issue I"), pursuant to which the Company issued 2,495,233,593 new shares, each with a nominal
value of Rp100. The Rights Issue I was approved by the GMS based on the Deed of Minutes of
the Extraordinary General Meeting of Shareholders of the Company No. 59 dated 11 December
2012 made before Buntario Tigris Darmawa Ng, S.H., Notary in Central Jakarta and obtained an
effective statement from the Capital Market and Financial Institutions Supervisory Agency based
on Letter No. S-14122/BL/2012 dated 11 December 2012; and
2. In 2016, the Company conducted a Limited Public Offering II with Pre-emptive Rights ("Rights
Issue II"), pursuant to which the Company issued 2,887,300,388 new shares, each with a nominal
value of Rp100. The Rights Issue II was approved by the GMS based on the Deed of Minutes of
Extraordinary General Meeting of Shareholders of the Company No. 2,321 dated 29 June 2016
made before Buntario Tigris Darmawa Ng, S.H., Notary in Central Jakarta and obtained an
effective statement from OJK based on Letter No. S-614/D.04/2016 dated 26 October 2016.
Other than PUT I and PUT II, the Company has not conducted any capital increase, including share
ownership programme for management and/or employees of the Company since the Initial Public
Offering in 2011 until the date of this Information Disclosure.
Diagram of ownership of the Company:
The Controller of the Company as of the date of this Information Disclosure is Jonathan Tahir.
C. Composition of Management and Supervisory
As of the date of this Information Disclosure, the composition of the Board of Directors and Board of
Commissioners of the Company is as stated in Deed 43/2024, as follows:
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Board of Commissioners
President Commissioner : Jonathan Tahir
Commissioner : H.R. Agung Laksono (H. Raden Agung Laksono)
Commissioner : Daniel Tjen (Major General Ret. Daniel Tjen)
Independent Commissioner : drg. Melanie Hendriaty, S.Ms.
Independent Commissioner : Dr. A. Indrajana Soediono
Board of Directors
President Director : Grace Dewi Riady
Director : Jane Dewi Tahir
Director : Jon Lie Sarpin
D. Business Activities
The main business activity of the Company at the time of this Information Disclosure is private hospital
activities where the Company, among others, can carry out health care activities and physical treatment,
both for outpatient care and hospitalization (inpatient), which is carried out by private general hospitals,
private maternity homes, private special hospitals.
E. Overview of the Company’s Financial Data
The summary of the Company’s financial data as of 31 December 2023 and 31 March 2024 is as follows:
(in millions of Rupiah)
Based on 2023 Financial Based on March 2024
Description Statements Financial Report
(audited) (unaudited)
Total current assets 998,249 952,410
Total assets 5,606,291 5,618,953
Total liabilities 3,748,834 3,756,693
Total equity 1,857,457 1,862,260
Total liabilities and equity 5,606,291 5,618,953
Revenue 2,503,174 746,135
Gross Profit 718,020 206,648
Operating Profit 106,261 45,643
Profit (Loss) Before Income Tax (31,291) 8,518
Profit (Loss) for the Period (38,313) 4,803
Comprehensive Income (Loss) for (37,681)
4,803
the Period
Financial Ratio
Total liabilities / Total equity (X) 2,0 2,0
Total liabilities / Total assets (X) 0,7 0,7
Total current assets / Total current
0,5 0,5
liabilities (X)
GENERAL MEETING OF INDEPENDENT SHAREHOLDERS
To obtain approval from independent shareholders for the proposed PMTHMETD as required under Regulation
14/2019, the Company will hold an Independent GMS on Monday, 12 August 2024.
The agenda of the Independent GMS is as follows:
Approval of the Company's plan to conduct a Capital Increase without Pre-emptive Rights ("PMTHMETD") in
accordance with the Financial Services Authority Regulation ("POJK") No. 14/POJK.04/2019 of 2019 concerning
Amendments to OJK Regulation No. 32/POJK.04/2015 concerning Capital Increase of Public Companies with
Pre-emptive Rights, with a maximum of 10% of the Company's paid-up and issued capital, including:
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a. Approval of the amendment to Article 4 paragraph (2) of the Company's Articles of Association related
to the increase in the issued and paid-up capital of the Company in the PMTHMETD; and
b. Granting power and authority to the Board of Directors of the Company, with the right of substitution, to
carry out all necessary actions in the framework of the PMTHMETD, including but not limited to
determining the implementation price, schedule and procedures, making or requesting all deeds, letters,
and documents needed, appearing before authorised parties/officials including notaries, submitting
applications to authorised parties/officials to obtain approval or notifying or reporting the matter to
authorised parties/officials, in accordance with applicable laws and regulations.
The shareholders who are entitled to attend the Independent GMS are independent shareholders whose names
are recorded in the Company's Shareholders Register and/or owners of the Company's shares in the securities
sub-account at the Indonesian Central Securities Depository at the close of stock trading on the Indonesia Stock
Exchange on 18 July 2024 at 16.00 WIB (recording date). Independent shareholders are shareholders of the
Company who do not have personal economic interests in connection with a particular transaction and:
(i) is not a member of the Board of Directors, a member of the Board of Commissioners, a major
shareholder, and a controlling person of the Company; or
(ii) are not affiliates of members of the Board of Directors, members of the Board of Commissioners, major
shareholders, and controllers of the Company.
The quorum requirement of the Independent GMS to approve the PMTHMETD as required under Article 8A
Regulation 14/2019 are as follows:
1. GMS is valid and may adopt valid and binding resolutions if attended by more than 1/2 (one-half) of the
total number of shares with valid voting rights owned by independent shareholders and shareholders who
are not affiliated with the Company, members of the board of directors, members of the board of
commissioners, substantial shareholders, or controllers.
2. GMS 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 and shareholders who are not affiliated with the
Company, members of the board of directors, members of the board of commissioners, substantial
shareholders, or controllers.
3. In the event that the attendance quorum at the first GMS is not achieved, the second GMS can be held if
the GMS is attended by more than 1/2 (one-half) of the total number of shares with valid voting rights owned
by independent shareholders and shareholders who are not affiliated with the Company, members of the
board of directors, members of the board of commissioners, substantial shareholders, or controllers.
4. The resolution of the second GMS shall be valid if approved by more than 1/2 (one-half) of the total number
of shares with valid voting rights owned by independent shareholders and shareholders who are not
affiliated parties of the Company, members of the board of directors, members of the board of
commissioners, substantial shareholders, or controllers present at the GMS.
5. In the event that the attendance quorum at the second GMS is not achieved, the third GMS may be held
provided that the third GMS is valid and entitled to adopt resolutions if attended by independent
shareholders and shareholders who are not affiliated parties of the Company, members of the Board of
Directors, members of the Board of Commissioners, substantial shareholders, or controllers of shares with
valid voting rights in the attendance quorum determined by OJK at the request of the Company.
6. Resolutions of the third GMS are valid if approved by independent shareholders and shareholders who are
not affiliated parties of the Company, members of the board of directors, members of the board of
commissioners, substantial shareholders, or controllers representing more than 50% (fifty percent) of the
shares owned by independent shareholders and shareholders who are not affiliated parties of the
Company, members of the board of directors, members of the board of commissioners, substantial
shareholders, or controllers who attend the GMS.
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The announcement and invitation of the GMS were announced on the Company's website, IDX website and
eASY.KSEI website on 4 July 2024 and 19 July 2024, respectively.
STATEMENT OF THE COMPANY'S BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
This Information Disclosure and the opinions expressed in this Information Disclosure are fair and correct. The
Board of Commissioners and Board of Directors of the Company after conducting a reasonable assessment,
confirm that there are no important and relevant facts that are not stated which may cause the information or
material facts in this Information Disclosure to be untrue and/or misleading.
ADDITIONAL INFORMATION
The Company plans to implement the PMTHMETD at the latest in 2025. Therefore, the Company will announce
information on the certainty of the implementation of the PMTHMETD at the latest in the fourth quarter of 2025.
Shareholders who wish to obtain other information in connection with the PMTHMETD, may contact the
Company on business days, by showing proof of share ownership and identity card through the following
address:
PT Sejahteraraya Anugrahjaya Tbk
Honoris Raya Kav. 6
Modern City (Modernland)
Kota Tangerang 15117 - Indonesia
Phone: (021) 557 81888, Email: corporate.secretary@mayapadahospital.com
Up. Corporate Secretary
27
Names mentioned 45 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Indonesia Stock Exchange
p.2 ×9
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
org
PT Karya Kharisma Sentosa
p.2
unresolved
org
Mawar & Rekan
p.2
unresolved
person
H. R. Rasuna Said
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Minister of Justice
p.2 ×3
unresolved
org
Minister of Law
p.2
unresolved
org
PT Nirmala Kencana Mas
p.2
unresolved
org
PT Nusa Sejahtera Kharisma
p.2
unresolved
org
PT Sejahtera Abadi Solusi
p.4
unresolved
org
PT Surya Cipta Inti Cemerlang. SIS
p.4
unresolved
org
PT Sejahtera Inti Sentosa
p.4
unresolved
org
PT Anugrah Inti Bahagia
p.6
unresolved
org
Minister of State
p.7
unresolved
org
PT Sejahtera Karunia Semesta
p.8
unresolved
person
drg. Melanie Hendriaty
p.12 ×2
unresolved
person
Dr. A. Indrajana Soediono
p.12 ×2
unresolved
person
Recky Francky Limpele
· Notaris
p.13 ×5
unresolved
org
KJPP Yanuar
p.14 ×3
unresolved
org
KJPP Hospital Bandung
p.18
unresolved
org
Bapepam-LK
p.19 ×4
unresolved
org
Bapepam
p.19 ×2
unresolved
person
Jimmy Tanal
· Notaris
p.21
unresolved
person
Notary Aulia Taufani
· Notaris
p.21
unresolved
org
Bank Mandiri. Such
p.21
unresolved
org
Bank Bukopin Tbk
p.21 ×3
unresolved
org
Bank Bukopin. Notification
p.21
unresolved
person
Misahardi Wilamarta
· Notaris
p.23
unresolved
org
Central Jakarta District Court
p.23
unresolved
person
Buntario Tigris Darmawa Ng
· Notaris
p.23 ×6
unresolved
person
H. Raden Agung Laksono
p.25
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
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