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20240626_BINO_Tanggapan atas Permintaan Penjelasan Bursa_31675644_lamp2.pdf
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203/CORSEC/BINO/VI/2024 Jakarta. June 26th, 2024
To whom it may concern
Ibu Lidia M. Panjaitan
Kepala Divisi Penilaian Perusahaan 3
Indonesia Stock Exchange Building
Tower I, 6th Floor,
Jl. Jend. Sudirman Kav.52-53,
Jakarta 12190
Subject: Company Explanation regarding Indonesian Stock Exchange Letter No.: S-06329/BEI.PP3/06-2024
Yours faithfully,
In connection with the letter from the Indonesian Stock Exchange No.: S-06329/BEI.PP3/06-2024 dated 24 June
2024, regarding Takeover and Changes in control, either directly or indirectly, of the Issuer or Public Company
PT Perma Plasindo Tbk. We hereby convey the following explanation from the Company:
A. Company’s Share Acquisition Transactions
1. Regarding the sale transactions by Tang Widiastuty, Willianto Ismadi, PT Intan Pariwara, Aruwan Soenardi, and
Kristanto Widjaja as the founding shareholders of the Company and Willianto Ismadi as the controller of the
Company, which were purchased by Ruhong Holding Pte. Ltd., please explain:
a. The background and reasons for the founding shareholders of the Company selling their shareholdings in
the Company.
Answer:
Providing an opportunity for the Company to further grow into a leading stationery company in Indonesia and
globally.
The new investor is believed to possess comprehensive capabilities and infrastructure to facilitate the
Company's growth into a regional or global player, enhancing its strength not only domestically but also
internationally.
The founding shareholders agree to divest to allow the new investor greater freedom to develop the
Company's business.
b. The impact and consequences of the sale of shares on the previous controller and the founding
shareholders.
Answer:
The previous controllers and founding shareholders are no longer part of the Company's share ownership
structure but remain involved as advisors in the Company's operations and its subsidiaries.
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c. Information on the comparison table of the shareholder structure and controllers of the Company before
and after the acquisition by Ruhong Holding Pte. Ltd.
Answer:
The capital structure and shareholder composition of BINO prior to the acquisition of Acquired Shares by Ruhong
Holding Pte. Ltd. from the Seller, based on the Shareholder Register of BINO dated 3 June 2024 issued by PT Bima
Registra as BINO's Securities Administration Bureau on that date, are as follows:
Number of Nominal
No. Shareholders Number of Shares %
Shares (Rp) @Rp100
Authorized Capital 6,960,000,000 696,000,000,000
Issued and Paid-up Capital:
1 Willianto Ismadi 783,000,000 78,300,000,000 36.00
2 PT Intan Pariwara 504,600,000 50,460,000,000 23.20
3 Aruwan Soenardi 261,000,000 26,100,000,000 12.00
4 Kristanto Widjaja 174,000,000 17,400,000,000 8.00
5 Tang Widiastuty 17,400,000 1,740,000,000 0.80
6 Public 435,020,164 43,502,016,400 20.00
Sub Total 2,175,020,164 217,502,164,000 100.00
The capital structure and shareholder composition of BINO after the Acquisition is as follows:
Number of Nominal
No. Shareholders Number of Shares %
Shares (Rp)@ Rp100
Authorized Capital 6,960,000,000 696,000,000,000
Issued and Paid-up Capital:
1 Ruhong Holding Pte. Ltd. 1,566,000,000 156,600,000,000 72.00
2 PT Intan Pariwara 174,000,000 17,400,000,000 8.00
3 Public 435,020,164 43,502,016,400 20.00
Sub Total 2,175,020,164 217,502,164,000 100.00
d. Group structure and Subsidiary Entities of Ruhong Holding Pte. Ltd. after the acquisition of the Company.
Answer:
Ruhong Holding Pte. Ltd. is a company registered in Singapore, with its shareholder being Riying Co., Ltd., a
company registered in the Virgin Islands.
After the completion of the acquisition, Ruhong Holding Pte. Ltd. holds 72% equity in PT Perma PLASINDO Tbk and
has no other subsidiaries.
No. Shareholders Number of Shares %
1 Riying Co., Ltd 50,000（Ordinary） 100.00
Sub Total 50,000 100.00
e. Continuation of programs, strategies, and business developments initiated by the controller and founding
shareholders after the acquisition by Ruhong Holding Pte. Ltd.
Answer:
We will continue to maintain the previous strategy, e.g. previous products, channel and clients and combine
it with the new strategy.
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f. Information on the compliance status of the free float provisions as regulated in provision V.1.1. of IDX
Regulation No. I-A after the sale transaction of shares.
Answer:
After the Acquisition Transaction, the status of free float shares is still in compliance with IDX Regulation
1-A article V.1.1. in which 43,502,016,400 shares or 20% of total shares is still held by the Public
shareholders.
2. Further explanation regarding the business strategy behind the acquisition of Company Control by Ruhong
Holding Pte. Ltd., including the value added that will be gained from the perspectives of the Company, previous
controller, new controller, and Public Shareholders of the Company.
Answer:
Ruhong Holding is optimistic about the huge prospects for the development of the Indonesian stationery market
and the position and reputation of the Bantex brand produced and sold by PT Perma Plasindo Tbk in the stationery
market.
It is believed that through this acquisition, the new shareholder will work together with the original shareholder
PT Intan Pariwara to jointly develop the Bantex brand's business in Indonesia. In addition, Willianto Ismadi, the
former shareholder and founder of the company, and Kristanto Widjaja who was one of the founding shareholders,
will continue to participate as advisors in the daily operation and management of the company to ensure the
continuity of its business. New shareholders will also establish contact with public shareholders through various
means such as annual shareholder meetings and company news in accordance with regulatory requirements, and
timely and accurately disclose information to regulatory authorities and public shareholders.
3. In connection with the acquisition of the Company's shares by Ruhong Holding Pte. Ltd., please explain:
a. The impact of the acquisition on the financial performance of the Company and its Subsidiaries.
Answer:
The acquisition does not affect the financial performance of the Company and its subsidiaries.
After the acquisition, the new shareholder is committed to improving the company's financial performance
such as revenue and profit.
b. The impact of the acquisition on the operations of the Company and its Subsidiaries.
Answer:
The acquisition does not affect the operations of the Company and its subsidiaries.
The company will maintain its original production and sales channels, and will accelerate the development of
new products and expand its products categories in the future.
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c. The impact of the acquisition on the human resources or employees of the Company and its Subsidiaries.
Answer:
The acquisition does not affect the human resources of the Company and its subsidiaries.
The company will maintain its existing employee compensation and benefits plan, and optimize incentive
policies.
d. The strategic plans of the Company after the acquisition.
Answer:
• Insist on creating value for customers (better products, better services, more investment and support)
• Brand vitality reshaping (brand positioning, brand image, brand communication, etc.)
• Reconstruction of product competitiveness (multiple categories, R&D and technology advantages, high
quality, cost advantages, supply chain advantages, etc.)
• Marketing work (multi-channel leadership, multi-category leadership)
• Building a smart factory (improving efficiency, saving costs, and stabilizing quality)
• Organization and talent development (organizational design, career development channel planning, talent
selection and training, salary and performance improvement, culture construction, employee recognition
improvement)
• Digital strategy (refined management, improving efficiency, improving benefits)
• Improvement of operating capabilities (creating better operating results)
• Globalization strategy to enable the Company to expand beyond Indonesia
e. Changes to agreements or arrangements made by the Company with other parties after the share
acquisition process.
Answer:
The company's contracts with other parties will continue to be fulfilled.
f. Plans for changes in the management structure of the Company and its Subsidiaries.
Answer:
The company's management structure has remained stable, with all core members of the original
management team remaining, and will be officially disclosed through a shareholder meeting in the future.
g. Explanation regarding approvals from authorized parties (if any).
Answer:
This acquisition has been approved by the shareholders meeting of Ruhong Holding, and no other approval
procedures are required.
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h. Value added that will be obtained by public shareholders after the acquisition.
Answer:
The acquisition offers value additions for public shareholders. These benefits hopefully will give enhanced
financial performance through cost synergies, improved market position with expanded presence and product
innovation, financial stability and risk mitigation, and operational efficiency gains. Overall, the strategic
advantages brought by the acquisition are expected to drive long-term growth and profitability, providing
substantial returns to all shareholders.
4. In connection with the share acquisition transaction by Ruhong Holding Pte. Ltd., please explain:
a. Explanation regarding the mandatory tender obligation by Ruhong Holding Pte. Ltd., including the
mechanism to be undertaken by Ruhong Holding Pte. Ltd.
Answer:
Ruhong Holding Pte. Ltd submitted the Mandatory Tender Offer (“MTO”) documents to OJK and still in process
in obtaining the approval for MTO disclosure from OJK.
b. Schedule for the mandatory tender offer. In cases where the time is not determined, the Company is
requested to outline the steps to be taken by the Company and the controller before the implementation
of the mandatory tender offer.
Answer:
Below are the indicative Timeline, subject to approval from OJK.
c. Estimated purchase price during the mandatory tender offer and its calculation method.
Answer:
The Tender Offer Price is Rp 147 (one hundred and forty-seven Indonesian Rupiah) per share, which is the same
as the acquisition price of the Acquired Shares.
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This price is higher than the average price of the highest daily trading prices of BINO shares on the Stock
Exchange during the 90 (ninety) days preceding the Announcement of Acquisition, from 17 March 2024 to 14
June 2024 (in accordance with Article 17 letter a of POJK 9/2018), as follows:
Highest Highest Highest
No. Date Day No. Date Day No. Date Day
Price Price Price
1 14/06/2024 Fri 142 31 15/05/2024 Wed 138 61 15/04/2024 Mon
2 13/06/2024 Thu 145 32 14/05/2024 Tue 137 62 14/04/2024 Sun
3 12/06/2024 Wed 144 33 13/05/2024 Mon 136 63 13/04/2024 Sat
4 11/06/2024 Tue 138 34 12/05/2024 Sun 64 12/04/2024 Fri
5 10/06/2024 Mon 138 35 11/05/2024 Sat 65 11/04/2024 Thu
6 09/06/2024 Sun 36 10/05/2024 Fri 66 10/04/2024 Wed
7 08/06/2024 Sat 37 09/05/2024 Thu 67 09/04/2024 Tue
8 07/06/2024 Fri 137 38 08/05/2024 Wed 130 68 08/04/2024 Mon
9 06/06/2024 Thu 137 39 07/05/2024 Tue 129 69 07/04/2024 Sun
10 05/06/2024 Wed 137 40 06/05/2024 Mon 130 70 06/04/2024 Sat
11 04/06/2024 Tue 137 41 05/05/2024 Sun 71 05/04/2024 Fri 130
12 03/06/2024 Mon 137 42 04/05/2024 Sat 72 04/04/2024 Thu 130
13 02/06/2024 Sun 43 03/05/2024 Fri 130 73 03/04/2024 Wed 130
14 01/06/2024 Sat 44 02/05/2024 Thu 129 74 02/04/2024 Tue 130
15 31/05/2024 Fri 137 45 01/05/2024 Wed 75 01/04/2024 Mon 131
16 30/05/2024 Thu 137 46 30/04/2024 Tue 131 76 31/03/2024 Sun
17 29/05/2024 Wed 138 47 29/04/2024 Mon 129 77 30/03/2024 Sat
18 28/05/2024 Tue 138 48 28/04/2024 Sun 78 29/03/2024 Fri
19 27/05/2024 Mon 138 49 27/04/2024 Sat 79 28/03/2024 Thu 131
20 26/05/2024 Sun 50 26/04/2024 Fri 129 80 27/03/2024 Wed 131
21 25/05/2024 Sat 51 25/04/2024 Thu 130 81 26/03/2024 Tue 131
22 24/05/2024 Fri 52 24/04/2024 Wed 129 82 25/03/2024 Mon 131
23 23/05/2024 Thu 53 23/04/2024 Tue 130 83 24/03/2024 Sun
24 22/05/2024 Wed 137 54 22/04/2024 Mon 129 84 23/03/2024 Sat
25 21/05/2024 Tue 137 55 21/04/2024 Sun 85 22/03/2024 Fri 131
26 20/05/2024 Mon 137 56 20/04/2024 Sat 86 21/03/2024 Thu 131
27 19/05/2024 Sun 57 19/04/2024 Fri 129 87 20/03/2024 Wed 132
28 18/05/2024 Sat 58 18/04/2024 Thu 129 88 19/03/2024 Tue 130
29 17/05/2024 Fri 137 59 17/04/2024 Wed 129 89 18/03/2024 Mon 131
30 16/05/2024 Thu 137 60 16/04/2024 Tue 129 90 17/03/2024 Sun
Note: The above data was obtained from the Indonesia Stock Exchange (IDX).
Based on the above, the average price of the highest daily trading prices of the total trading volume during
the 90 (ninety) days preceding the Planned Acquisition Date, from 17 March 2024 to 14 June 2024 is at least
IDR 133 (one hundred thirty-three rupiah) per share, which is lower than the Acquisition price.
d. Mechanism of the mandatory tender offer.
Answer:
Ruhong Holding Pte Ltd will do the MTO mechanism according to the provisions set forth in POJK No.
9/POJK.04/2018 regarding the Acquisition of Public Companies.
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5. In connection with the strategic plans after the acquisition of the Company's shares by Ruhong Holding Pte.
Ltd., please explain:
a. Whether there are plans to change the business sectors or dividend policies of the Company.
Answer:
The business sectors or dividend policies will remain unchanged.
b. Whether there are plans for delisting the Company's shares from the Exchange or plans to change the
Company's status from a Public Company to a Private Company.
Answer:
The company will remain listed with no plans for delisting or privatization.
c. Business development plans to be conducted by Ruhong Holding Pte. Ltd. for the Company and its
Subsidiaries.
Answer:
The Company will continuously develop its business activities by leveraging its strengths, including
advanced production facilities, robust distribution networks, and the development of new, innovative, and
adaptive products. Additionally, the Company is committed to consistently providing the best service to every
customer. This business development will not only focus on the domestic market but also aim to seize
opportunities in the international market.
d. Plans for collaboration or synergy between the Company and affiliated companies or groups of Ruhong
Holding Pte. Ltd.
Answer:
Expected synergy and collaboration:
• Operational synergies from the integration of back-end functions such as IT, finance, and HR, leading
to streamlined processes and cost savings.
• Manufacturing Efficiency: Optimization of production processes and facilities can improve efficiency
and reduce waste.
• Strategic synergies from combined marketing and sales efforts, driving higher market share and
customer loyalty.
• Broader Product Portfolio: Offer a more comprehensive range of products to customers, increasing
market share and customer loyalty.
• Marketing Synergies: Combined marketing efforts can lead to more effective campaigns and better
market penetration.
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e. Value added that Ruhong Holding Pte. Ltd. will provide to the Company and its Subsidiaries after the share
acquisition process.
Answer:
Value added that Ruhong Holding will provide:
• Cross-Selling Opportunities: Introduce BINO’s products to Ruhong Holding’s existing customer base
and vice versa.
• Geographic Diversification: Leverage Ruhong Holding’s global presence to enter new markets in
Southeast Asia and beyond.
• Economies of Scale: Bulk purchasing of raw materials and office supplies can reduce procurement
costs.
• Manufacturing Efficiency: Optimization of production processes and facilities can improve efficiency
and reduce waste.
6. In connection with the potential inability of the Company to meet the free float requirements as regulated in
provision V.1.1. of IDX Regulation No. I-A due to the mandatory tender offer, please explain:
a. If the Company fails to meet the requirements after the mandatory tender offer, explain the Company's
short-term strategy to promptly comply with these requirements.
Answer:
As a short term strategy if free float requirement is not met, the Company and new shareholder will push
Investor Relations effort to boost the Company’s image in capital market. Furthermore the Company and
new shareholder will do Share Placement effort targeting several new institutional investors.
b. Commitment of the Company and its controllers to comply with the free float requirements.
Answer:
The Company and Ruhong Holding Pte Ltd are committed in complying with the free float requirements
as stipulated in IDX Regulation 1-a.
7. Regarding information about the profile of Ruhong Holding Pte. Ltd. as the prospective new controller of the
Company, please explain:
a. Information regarding the website that contains the profile information of Ruhong Holding Pte. Ltd.
Answer:
Please check the registration information of Ruhong Holding on this website：
http://www.acratrustbar.gov.sg/verify/q7W4Dmc4bz
b. Brief history and profile of Ruhong Holding Pte. Ltd.
Answer:
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Ruhong Holding is a holding company registered in Singapore, established on April 25, 2024. Its main business
is wholesale trade of a variety of goods without a dominant product.
c. Main products contributing significantly to the revenue of Ruhong Holding Pte. Ltd.
Answer:
Ruhong Holding is an investment company, with funds provided by shareholders.
d. Whether there are similar products between Ruhong Holding Pte. Ltd. and the Company and its
Subsidiaries.
Answer:
Ruhong Holding does not have similar products to the Company and its Subsidiaries, however there are related
business party of Ruhong that produce and distribute stationery products which can complement and making
a synergy or support.
e. Operational coverage area of Ruhong Holding Pte. Ltd.
Answer:
Ruhong Holding is an investment company.
8. In connection with the remaining proceeds from the Company's initial public offering, please explain the
Company's plans for the use of these funds after the change in the Company's controller.
Answer:
The company will not change the purpose of the funds raised during the IPO issuance.
9. Corporate action plans for the next 12-month period (if any).
Answer:
Except for daily operation, the Corporation will expand its product line in the office category, and hold a new
products release meeting in the next 12 month.
10. Other significant information/events that are material and could affect the company's viability and its stock
price.
Answer:
No other significant information/events affecting the company's stock price.
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B. Company's Operations and Current Conditions
1. Current operational conditions for each of the Company's Subsidiaries.
Answer:
In the current condition, the operations of the Company and all subsidiary entities are running as usual and
are not affected by the acquisition.
2. Current focus of the Company's business strategy.
Answer:
The Company's business strategy remains focused as outlined at the beginning of the year. There are top-
down strategies implemented with clear targets to be achieved. The main focus is to increase the Company's
revenue and profitability.
3. Future development strategies by the Company.
Answer:
o Insist on creating value for customers (better products, better services, more investment and support)
o Brand vitality reshaping (brand positioning, brand image, brand communication, etc.)
o Reconstruction of product competitiveness (multiple categories, R&D and technology advantages, high
quality, cost advantages, supply chain advantages, etc.)
o Marketing work (multi-channel leadership, multi-category leadership)
o Building a smart factory (improving efficiency, saving costs, and stabilizing quality)
o Organization and talent development (organizational design, career development channel planning, talent
selection and training, salary and performance improvement, culture construction, employee recognition
improvement)
o Digital strategy (refined management, improving efficiency, improving benefits)
o Improvement of operating capabilities (creating better operating results)
o Globalization strategy to enable the Company to expand beyond Indonesia
4. Challenges faced by the Company in implementing previously planned strategies.
Answer:
The challenges faced by the Company include an increasingly competitive external environment, where market
competition is intensifying and businesses are compelled to differentiate themselves through unique product
offerings and effective marketing strategies. The presence of numerous competitors makes it difficult for the
Company to both enhance and sustain its market share. Moreover, rising raw material costs, additional import
expenses due to regulations, and the depreciation of the Indonesian Rupiah further escalate production costs
for the Company. This necessitates careful management as the Company strives to maintain competitive
pricing in the market.
5. New products that are planned to be or have been launched by the Company.
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Answer:
The Company is preparing to expand its product line in the office category, aiming to further complement its
existing product offerings.
6. Company's plans for developing new business activities (if any).
Answer:
There are no plans to develop new business activities yet
PT Perma Plasindo Tbk,
Lie Fonda
(Corporate Secretary/Director)
CC:
1. Yth. Direktur Pengawasan Transaksi Efek, Otoritas Jasa Keuangan
2. Yth. Direktur Pengawasan Emiten dan Perusahaan Publik 1, Otoritas Jasa Keuangan
3. Yth. Direktur Pengawasan Emiten dan Perusahaan Publik 2, Otoritas Jasa Keuangan
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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Lidia M. Panjaitan Kepala Divisi Penilaian
p.1
unresolved
org
Indonesia Stock Exchange
p.1 ×2
unresolved
org
PT Bima Registra
p.2
unresolved
org
Riying Co., Ltd
p.2 ×2
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