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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 4 July 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.
Company Financial Report : The Company’s consolidated financial statements audited by
Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar &
Rekan for the period ended 31 December 2023.
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.
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.
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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 32/2015.
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.
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INTRODUCTION
This Information Disclosure is made so that shareholders can obtain complete information regarding the
PMTHMETD as regulated in Regulation 32/2015. Based on the prevailing laws and regulations, including
Regulation 32/2015, 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 32/2015, 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.
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 32/2015. 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. The Company plans to issue up to 1,200,070,544 new shares
through the PMTHMETD, which represents up to 10% of the Company's issued and paid-up capital as of
the date of this Information Disclosure.
In connection with the above and in accordance with Article 8A of Regulation 32/2015, 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
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. Supporting the funding needs of the Company's future hospital project development, among others:
a. The expansion of Mayapada Hospital South Jakarta project with the addition of 100 beds,
which is planned to start operating in the second quarter of 2026;
b. Development of the Mayapada Apollo Batam International Hospital project with a capacity of
200-250 beds, which is planned to commence operations in 2026; and
c. Land purchase and initial construction of the Mayapada Hospital Surabaya 2 project, which
is planned to start operating in 2027.
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:
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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
1. Series A Lenders: a. Maximum Loan Rp294,084,399,800 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").
financial capabilities.
As of the date of this Information Disclosure, the
c. Interest Rate: No outstanding principal amount of NKM to the
interest charged. 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.
As of the date of this Information Disclosure, the
c. Interest Rate: No outstanding principal amount of SAS to the
interest charged. 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").
interest charged.
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").
interest charged.
As at 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
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").
c. Interest Rate: No
interest charged. As at the date of this Information Disclosure,
there is no outstanding principal amount owed by
NSK to the Company under the Company-NSK
Agreement.
6. Series F Lenders: a. Maximum Loan Rp445,000,000,000 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"). 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.
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)
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No. Name Title
Company SCIC
6. Daniel Tjen (Major General Commissioner -
Ret. Daniel Tjen)
7. drg. Melanie Hendriaty, S.Ms. Independent Commissioner -
8. Dr. A. Indrajana Soediono Independent Commissioner -
The Company hereby informs that the realization of the proposed use of funds (including the allocation of
proceeds from the implementation of PMTHMETD) mentioned is remain subject to changes depending
on the priority of the Company's funding needs at the time of PMTHMETD 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
Community 1,235,079,146 123,507,914,600 10,28 1,235,079,146 123,507,914,600 9,36
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
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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.
E. 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 32/2015 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.
F. 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.
G. 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.
H. 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 Prior to the PMTHMETD
After PMTHMETD
(unless otherwise specified, based on the Company's
Implementation
in millions Rupiah) Financial Statements
Total current assets 998,249 3,746,411
Total assets 5,606,291 8,354,453
Total liabilities 3,748,834 3,748,834
Total equity 1,857,457 4,605,619
Total liabilities and equity 5,606,291 8,354,453
Financial ratios
Total liabilities / Total equity (X) 2,0 0,8
Total liabilities / Total assets (X) 0,7 0,4
Total current assets / Total
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 latest amendment to the Company's Articles of Association is as set forth in 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. Based on Deed 98/2021, the Company's shareholders have approved,
among others (i) changes in the composition of the Company's management and (ii) adjustments
regarding the Company's purpose and objectives and business activities with the Central Bureau of
Statistics Regulation Number 2 of 2020 concerning Indonesian Standard Industrial Classification.
Based on the resolution of the Company's GMS held on 21 June 2024 as set forth in Letter No.
055/CN/NOT/VI/2024 dated 21 June 2024 issued by Buntario Tigris, S.H., Notary in Central Jakarta
("Notary Letter"), the shareholders of the Company have approved the amendment to the provisions of
Article 34 of the Company's articles of association in relation to the provisions of the Board of
Commissioners Meeting. Up to the date of this Information Disclosure, this decision is still in the process
of preparation of a deed to be subsequently reported to the MOLHR.
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
Community 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 -
C. Composition of Management and Supervisory
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Based on the resolution of the Company's GMS held on 21 June 2024 as set forth in a Notarial Certificate,
the composition of the Company's Board of Directors and Board of Commissioners as of the date of this
Information Disclosure is as follows:
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
Up to the date of this Information Disclosure, the resolution of the GMS on 21 June 2024 is still in the
process of preparation of deed to be subsequently reported to the MOLHR.
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 (opname), which is carried out by private general hospitals,
private maternity homes, private special hospitals.
GENERAL MEETING OF INDEPENDENT SHAREHOLDERS
To obtain approval from independent shareholders for the proposed PMTHMETD as required under Regulation
32/2015, the Company will hold an Independent GMS on Monday, 12 August 2024.
The quorum requirement of the Independent GMS to approve the PMTHMETD as required under Article 8A
Regulation 32/2015 is 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
10
Page 11
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.
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
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
11
Names mentioned 32 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
Financial Services Authority
p.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.3
unresolved
org
PT Surya Cipta Inti Cemerlang. SIS
p.3
unresolved
org
PT Sejahtera Inti Sentosa
p.3
unresolved
person
drg. Melanie Hendriaty
p.7 ×2
unresolved
person
Dr. A. Indrajana Soediono
p.7 ×2
unresolved
person
Recky Francky Limpele
· Notaris
p.7 ×3
unresolved
—
Nominal value Rp100 per share
p.7
unresolved
person
Misahardi Wilamarta
· Notaris
p.9
unresolved
org
Central Jakarta District Court
p.9
unresolved
person
Buntario Tigris
· Notaris
p.9 ×3
unresolved
person
H. Raden Agung Laksono
p.10
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