Back to announcement
20240802_NISP_Laporan Informasi dan Fakta Material_31690350_lamp3.pdf
Other Text extracted NISPSource file signed link, expires in 15 minutes
Extracted text 3
Page 1
INFORMATION DISCLOSURE
In Order to FulFill Financial Services Authority Regulation No. 29 year 2023 Regarding
the Buyback of Shares Issued by Publicly-Listed Companies
DISCLOSURE OF INFORMATION TO SHAREHOLDERS IN CONNECTION WITH
THE BUYBACK OF SHARES PLAN OF PT BANK OCBC NISP TBK
PT Bank OCBC NISP Tbk
(“Company”)
Business Activity: Banking Service
Domiciled in South Jakarta, Indonesia
Head Office:
OCBC Tower
Jl. Prof. Dr. Satrio Kav. 25, Jakarta 12940 - Indonesia
Tel. (6221) 25533888 (hunting)
Fax. (6221) 57944000, 57943939
Homepage: www.ocbc.id
e-mail: corporate.secretariat@ocbc.id
EXPLANATION OF SHARES BUYBACK
The Company held an Extraordinary General Meeting of Shareholders ("EGMS") on Friday, 2 August 2024, one of
the agenda of which was approved the proposed merger of the Company with PT Bank Commonwealth (“Merger”).
In accordance with Article 62 paragraph (1) of the Companies Law, every shareholder has the right to ask the
Company to buyback its shares at a reasonable price if the person concerned does not approve of the Company's
actions which are detrimental to the shareholders or the Company in the form of, among other things, a merger. The
shares buyback must be carried out with due observance of the provisions in Article 37 paragraph (1) of the
Companies Law which states that the shares buyback does not cause the Company's net assets to become smaller
than the total issued capital plus the mandatory reserves that have been set aside and the nominal value of all shares
purchased. return by the Company does not exceed 10.00% of the issued capital of the Company.
PROCEDURES FOR PURCHASING SHARES BELONGING TO SHAREHOLDERS OF THE COMPANY WHO DO
NOT APPROVE OF THE PROPOSED MERGER
A. Shareholders whose Shares can be Buyback by the Company
The shareholders of the Company who are given the opportunity to request that their shares be purchased
("Offered Shares") by the Company are shareholders who submit an application to purchase shares
("Applicants"), who: (i) their names are recorded in the Company's Shareholders Registry on the 10 July 2024
at 16.00 WIB, which is 1 business day before the date of the invitation for the EGMS; (ii) has voted dissenting at
the EGMS on the Merger approval agenda; and (iii) no later than 16.00 WIB on 9 August 2024, have submitted
a statement of intention to sell shares ("Share Sale Statement Form") accompanied by documents proving
legal ownership of the Company's shares and sufficient evidence that the Merger is detrimental to shareholders
or detrimental to the Company (“Supporting Documents”). Sufficient evidence means written
documents/data/information that are valid, original and can be accounted for before the law that is valid in
Indonesia.
The signed Share Sale Statement Form (and accompanied by Supporting Documents) must be submitted to PT
Raya Saham Registra as the Securities Administration Bureau (“BAE”) appointed by the Company or to the
Company (to: Company Secretary). The complete information regarding the procedures for submitting the
Share Sale Statement Form and Supporting Documents can be read on the Share Sale Statement Form.
If there is an Applicant who requests his shares be purchased by the Company, but does not fulfill points (i), (ii)
and (iii) above, then the Applicant has no right to request his shares be purchased by the Company.
Applicants who have shares in scrip form and intend to offer their shares are required to open a securities
account at a securities company/custodian bank and convert the scrip shares into scripless shares by opening a
securities sub-account at the securities company/custodian bank by submitting a collective share certificate to
1
Page 2
the BAE appointed by the Company. Share conversion costs will be fully borne by the Applicant. Every
Applicant who owns scrip shares and intends to convert their shares to scripless form is required to ensure that
the shares are registered in their name in the Company's Shareholders Registry on 10 July 2024 at 16.00 WIB.
B. Price of Shares
Applications to participate in the shares buyback by the Company must be submitted based on the terms and
conditions stated in these procedures and the Share Sale Statement Form.
In relation to the Company's shares listed and traded on the Indonesian Stock Exchange ("IDX"), the buyback
price of the Company's shares shall not exceed the average closing price of daily trading on the IDX over the
last 90 (ninety) calendar days before the announcement date of the amendment and/or additional information of
the abridged Merger plan, namely 31 July 2024.
The company will buyback shares from the Applicants (as in point A above) by setting a price of Rp1,230 (one
thousand two hundred thirty Rupiah) per share.
C. Period for the Shares Buyback
The time period for the shares buyback is as follows:
Description Schedule
Deadline to send Share Sale Statement Form and Supporting Documents At 16.00 WIB on 9 August
2024
The period for submitting requests for share purchase ("Shares Buyback On 19 August to 30
Period or Shares Blocking Period") through the TEND instruction via the August 2024
Corporate Action/CA Election menu option at C-BEST by selecting the CASH
option so that the shares have the status of “Blocked for CA”
Estimated date of payment by the Company and delivery of shares from 6 September 2024, or
shareholders who have stated their intention to sell their shares ("Estimated other date subject to the
Payment Date for the Implementation of Shares Buyback") effective date of the
Merger
Estimated of effective Merger date 1 September 2024
D. Procedures for Buyback Shares Belonging to Shareholders of the Company who do not Approve of the
Proposed Merger
1. Applicants who intend to sell their shares are required to fill in, sign and complete the Share Sale Statement
Form which can be downloaded on the Company's website www.ocbc.id from the date of the EGMS,
accompanied by Supporting Documents, until no later than 9 August 2024 at 16.00 WIB. Share Sale
Statement Form and Supporting Documents that are not completed in accordance with the requirements as
stated in the Share Sale Statement Form and these procedures will not be processed and the relevant
shareholder will not be allowed to participate in the shares buyback by the Company. For applicants whose
shares are being pledged as collateral and/or are in dispute, the person concerned cannot participate,
unless they can prove that there is no collateral and/or dispute over share ownership as proven by valid
documentary evidence.
2. Applicants who have completed the Share Sale Statement Form and Supporting Documents must submit
the Share Sale Statement Form along with the Supporting Documents to the designated BAE, namely PT
Raya Saham Registra or to the Company (to: Company Secretary). If the Share Sale Statement Form (and
the Supporting Documents) is submitted electronically, such Share Sale Statement Form which has been
duly signed (along with the Supporting Documents) should be sent to (i) the Company’s corporate
secretary’s e-mail at corporate.secretariat@ocbc.id and (ii) BAE at rsrbae@registra.co.id
3. The Share Sale Statement Form and Supporting Documents must be submitted by the Applicant between
09.00 to 16.00 WIB starting after the EGMS until no later than 9 August 2024 ("Period of Statement of
Intent to Sell Shares"). BAE will validate the data as to whether the shareholder is a shareholder who
expressed disagreement when voting at the EGMS with the agenda on the approval of the proposed
Merger.
4. Applicants who have submitted the Share Sale Statement Form and Supporting Documents during the
Period of Statement of Intent to Sell Shares are required to give instructions to the Securities Company or
Custodian Bank where the person concerned holds their shares to input TEND instructions via the
Corporate Action/CA Election menu option in C-BEST by choosing the CASH option during the Shares
Buyback Period or Shares Blocking Period which starts on 19 August 2024 and ends on 30 August 2024 at
16.00 WIB or at the time determined by PT Kustodian Sentral Efek Indonesia ("KSEI"). Shares that have
2
Page 3
been designated for this instruction will have the status of “Blocked for CA”, therefore Company shares that
have been blocked "Blocked for CA" cannot be assigned or transferred until the Estimated Payment Date for
the Implementation of Shares Buyback, except in the event of cancellation from the securities
company/custodian bank created in the name of the Applicant based on the terms and conditions listed in
numbers 5 and 6 below.
5. At the end of each day during the Shares Buyback Period or Shares Blocking Period, KSEI will provide a list
of Applicants whose shares have been blocked to the designated securities company, namely PT OCBC
Sekuritas Indonesia ("Designated Securities Company") and BAE to verify and confirm the validity of
share ownership Applicant and provide confirmation to KSEI every day, and the latest day is 1 business day
after the Shares Buyback Period or Shares Blocking Period, namely 2 September 2024.
6. After being inspected and declaring the shares entitled to be purchased by the Company (the results of the
verification, examination and statement entitled by the Company are conclusive and binding on the
Applicant), BAE will provide confirmation to KSEI and inform the Company to hand over the funds for
completion of the purchase to KSEI which will be carried out 1 (one) business day before the Estimated
Payment Date for the Implementation of Shares Buyback, namely on 5 September 2024 at the latest 14.00
WIB.
Cancellation of Participation in Shares Buyback: Before the end of and during the Shares Buyback
Period or Shares Blocking Period, each Applicant who has submitted the Share Sale Statement Form and
Supporting Documents, can cancel his or her participation in the shares buyback process through the
Applicant's securities company/custodian bank for the entire or a portion of its shares in accordance with the
number of votes from shares who expressed disagreement with the agenda on the proposed Merger in the
EGMS, with written notification via email to Designated Securities Company and BAE with a copy to KSEI.
Applicants who cancel their participation in the shares buyback offer must cancel the CASH instruction at
the TEND event at C-BEST through the Securities Company/Custodian Bank. The cancellation instruction
will automatically return the Applicant's share position from "Blocked for CA" to "Available".
7. Estimated Payment Date for the Implementation of Shares Buyback will be carried out on 6 September 2024
or another date subject to the effective date of the Merger.
On the date mentioned above, KSEI will transfer or transfer the Shares Offered for purchase to the
securities account of the securities company appointed by the Company (on behalf of the Company as the
party carrying out the shares buyback) at KSEI after carrying out the transfer of funds from the Company to
the KSEI account in accordance with the fund request letter from KSEI, which is 1 business day before the
date mentioned above. Payment to Applicants who have met the requirements will be made by the
Company through KSEI on the date mentioned above. KSEI will make payment of funds to each securities
company/custodian bank that manages securities accounts in the name of the Applicant that has met the
requirements. Next, the securities company/custodian bank will make payments to Applicants who have met
the requirements. The transfer of funds and shares will be carried out on the payment date at the same time
as the transaction on the IDX.
8. Payments to securities companies/custodian banks will be made in Rupiah currency after deducting
commissions, applicable IDX transaction fees, share conversion fees (if any), and all applicable tax
obligations that must be paid by Applicants who meet the requirements in accordance with provisions of
applicable laws and regulations.
Commissions, IDX transaction fees and all applicable taxes, totaling 0.35% (zero point three five percent) of
the buyback price, must be borne and must be paid by the Applicant.
9. Parties Appointed by the Company
In connection with the implementation of this shares buyback, the Company has appointed the following
parties:
Securities Administration Bureau: Securities Company:
PT Raya Saham Registra PT OCBC Sekuritas Indonesia
Plaza Central Lantai 2 Gedung Bursa Efek Indonesia
Jl. Jend. Sudirman Kav. 47-48 Tower 2, Floor 29th Suite 2901
Jakarta 12930, Indonesia Jl. Jend. Sudirman Kav. 52-53
Phone: (+62 21) 2525666 Jakarta 12190, Indonesia
E-mail: rsrbae@registra.co.id Phone: (+62 21) 29709300
E-mail: cs@ocbcsekuritas.com
This Disclosure of Information was delivered in Jakarta, on 2 August 2024
3
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT Bank Commonwealth
p.1
unresolved
org
PT Raya Saham Registra
p.1 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
PT OCBC Sekuritas Indonesia Plaza Central
p.3
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.