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20240626_PMMP_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_31675306_lamp2.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT PANCA MITRA MULTIPERDANA Tbk ( “Company”)
REGARDING INCREASE CAPITAL WITH PRE-EMPTIVE RIGHTS
(“PMHMETD”)
This information is made and addressed to the Shareholders in connection with the Company's
plan to request Shareholders’ approval (seek mandate) regarding plan to Capital Increase with
Pre-emptive Rights (PMHMETD) in accordance with OJK Regulation No. 14/POJK.04/2019
dated 29 April 2019 regarding the Amendments to OJK Regulation No. 32/POJK.04/2015
regarding Capital Increase for Public Companies with Pre-emptive Rights.
The information as stated in this Disclosure of Information is preliminary in nature and the
Company will announce changes and/or additions to the information to the Shareholders no later
than 2 (two) Business Days prior to the date of the Company's Extraordinary General Meeting of
Shareholders ("EGMS").
PT PANCA MITRA MULTIPERDANA TBK
Main Business Activities:
Shrimp Processing Industry and Trading
Head Office and Factory: Administration Office:
Jl. Raya Banyuwangi Km. 10 Jl. Bubutan 16-22 Kav-A No.1-2
Situbondo, East Java 68362 Surabaya, Jawa Timur 60174
Phone : +62 (338) 672221 Phone : +62 (31) 5462539
Email: corsec@pancamitra.com
Website: www.pancamitra.com
If you experience difficulty in understanding the information as contained herein, or in
hesitation in making a decision, you should consult with a stock broker, investment manager,
legal counsel, public accountant or other professional advisor.
The Company’s Board of Commissioners and Board of Directors, both individually and jointly,
are fully responsible for the completeness and accuracy of the whole information or material
facts contained herein, and emphasize that the information stated herein is correct and that
no unstated material facts can cause the material information herein to be untrue or
misleading.
Disclosure of Information is issued in Surabaya dated 22 May 2024
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DEFINITION
“BAE” : Share Registrar of the Company, PT Sinartama Gunita.
“Indonesia Stock Exchange : A stock exchange as defined in Article 1 Number 4 of the
(IDX)” Capital Markets Law, in this case organized by PT Bursa Efek
Indonesia, domiciled in Jakarta.
“Trading Day” : Day on which the Stock Exchange or a substituting legal body
conducts stock exchange activities according to the prevailing
laws and regulations and the provisions of the
abovementioned stock exchange, and on which Banks
conduct clearings.
“Calendar Day” : Every day in 1 (one) year according to the Gregorian Calendar
without exceptions, including Sundays and national holidays
set from time to time by the Government of the Republic of
Indonesia and normal work days that due to certain conditions
is set by the Government of the Republic of Indonesia as not
a normal working day.
“KSEI” : Abbreviation for PT Kustodian Sentral Efek Indonesia,
domiciled in Jakarta, which is a Securities Depository in
accordance with the Capital Markets Law.
“MOLHR” : Ministry of Law and Human Rights of the Republic of
Indonesia.
“Financial Services Authority : An independent institute as understood in Law No. 21 of 2011
(OJK)” regarding the Financial Services Authority (“OJK Law”), whose
duties and authority include the regulation and supervision of
financial services activities in the banking, capital markets,
insurance, pension funds, financing institutes and other
financial institutions sectors. Where since 31 December 2012,
the OJK is the institute that replaced and received the rights
and obligations to conduct regulatory and supervisory
functions from Bapepam and/or Bapepam-LK in accordance
with the provisions of Article 55 of the OJK Law..
“Shareholders” : Parties that own interests over the Company’s Shares,
whether in the form of a clearing account letter or collective
escrow account that is stored and administered in the
securities account of KSEI, that is listed in the Company’s
Shareholders Register that is administered by the Share
Registrar.
“Regulation No. I-A” : IDX Regulation No. I-A regarding the Listing of Shares and
Equity Securities Other Than Shares Issued by Listed
Companies, Attachments and Decision of the Director of PT
Bursa Efek Indonesia No. Kep-00101/BEI/12-2021, dated 21
December 2021.
“POJK No. 15” : OJK Regulation No. 15/POJK.04/2020 regarding Planning
and Convening of General Meeting of Shareholders of Public
Companies.
“POJK No. 14” : OJK Regulation No. 14/POJK.04/2014 dated 29 April 2019
regarding Amendmen of OJK Regulation No.
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32/POJK.04/2015 regarding Capital Increase With Pre-
emptive Rights.
“POJK No. 32” : OJK Regulation No. 32/POJK.04/2015 concerning Capital
Increase for Public Companies by Providing Pre-emptive
Rights as amended by OJK Regulation No. 14/POJK.04/2019
concerning Amendments to OJK Regulation No.
32/POJK.04/2015 concerning Capital Increase for Public
Companies by Providing Pre-emptive Rights.
“PMHMETD” : Capital Increase with Pre-emptive Rights (Penambahan
Modal Dengan Memberikan Hak Memesan Efek Terlebih
Dahulu) as defined in POJK No. 14.
“EGMS” : The Company’s Extraordinary General Meeting of
Shareholders that will be held on 28 June 2024 in accordance
with the provisions of the Company’s Articles of Association,
the Companies Law and the Capital Markets Law.
“Shares” : All shares that have been issued and fully paid in the
Company.
“New Shares” : A maximum of 905,905,000 (nine hundred five million nine
hundred five thousand) new shares will be issued from the
Company's portfolio shares with a nominal value of Rp. 100
for each share.
“Capital Market Law” : Law No. 8 of 1995 dated 10 November 1995 regarding Capital
Markets, the Republic of Indonesia Circular No. 64 of 1995,
Supplement No. 3608.
“Companies Law” : Law no. 40 of 2007 concerning Limited Liability Companies,
as partially amended based on Law no. 6 of 2023 concerning
the Stipulation of the Job Creation Perppu into Law.
GENERAL
The Company was founded under the name PT Panca Mitra Multiperdana according to the Deed of
Establishment No. 52 dated 8 August 1997 as amended by Deed of Amendment No. 328, both made
before Buntario Tigris Darmawa Ng, S.H., S.E., Candidate Notary, substitute for Rachmat Santoso,
S.H. Notary in Jakarta, which has been approved by the Minister of Justice and Human Rights of the
Republic of Indonesia (now MOLHR) based on Decree No. C2-1183.HT.01.01.TH.98 dated 24 February
1998, and has been registered in the Company Register in accordance with UUWDP with No. TDP
09051336698 at the Central Jakarta Kodya Company Registration office with No.
2629/BH.09.05/VIII/98 dated 21 August 1998, and has been announced in the State Gazette of the
Republic of Indonesia No. 12, Supplement No. 1136 dated 11 February 2003. (“Deed of
Establishment”).
Since its establishment, the Company's Articles of Association have undergone several amendments
and the latest amendments are contained in the Deed of Statement of Shareholders Decree No. 117
dated 28 September 2020 made before Yulia, S.H., Notary in Jakarta, who has (i) obtained approval
from Menkumham with Decree No. AHU-00674338.AH.01.02.TAHUN 2020 dated 30 September 2020,
(ii) has been notified to the Menkumham based on the Letter of Acceptance of Notification of
Amendment to the Articles of Association No. AHUAH.01.03-0392825 dated 30 September 2020 and
(iii) Letter of Acceptance of Company Data Change Notification No. AHU-AH.01.03-0392826 dated
September 30 2020, all three of which have been registered in the Company Register No. AHU-
0164386.AH.01.11.TAHUN 2020 dated 30 September 2020.
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Main Business Activities
The Company's business activities based on the Articles of Association and/or KBLI are the freezing
industry of other aquatic biota, including the business of preserving Crustacea, Mollusca and other
aquatic biota through the freezing process, such as frozen shrimp, frozen frog legs, frozen cephalopods
(squid/cuttlefish/octopus), crabs/ frozen crab, and frozen scallops. The business activities that are
currently being carried out are Shrimp Processing Industry and Trading.
Capital Structure and the Company's Shareholders
Based on the Company's Register of Shareholders compiled by the Share Registrar PT Sinartama
Gunita, the Company's share ownership structure as of April 30th, 2024 is as follows:
Nominal Value Rp100,- per shares
Information No. of Shares Nominal Value
%
(lembar) (Rp)
Authorized Capital 8.000.000.000 800.000.000.000
Paid-up Capital
PT Tiga Makin Jaya 1.011.760.000 101.176.000.000 39,09
Soesilo Soebardjo 580.000.000 58.000.000.000 22,41
Martinus Soesilo 200.000.000 20.000.000.000 7,73
PT Harapan Bangsa Kita 188.240.000 18.824.000.000 7,27
Hirawan Tedjokoesoemo 20.000.000 2.000.000.000 0,77
Public Ownership below 5% 588.300.000 58.830.000.000 22,73
Total Paid-up Capital 2.588.300.000 258.830.000.000 100,00
Total Unissued Shares 5.411.700.000 541.170.000.000
Company’s Ownership Structure
On the date this Information Disclosure was published, the Company's Ultimate Beneficiary Ownership
was Mr. Soesilo Soebardjo.
Company’s Board of Commissioners and the Board of Directors’ Structure
Based on the Minutes of the Extraordinary General Meeting of Shareholders No. 7 dated 11 October
2023, made in the presence of Amriyati A. Supriyadi, S.H., M.H. Notary in Jakarta and has been notified
to the Minister of Law and Human Rights as stated in the Letter of Acceptance of Notification of Changes
to Company Data No. AHU-AH.01.09-0182536 dated 7 November 2023 is registered in the Company
Register No. AHU-0223869.AH.01.11.TAHUN 2023 dated 7 November 2023, the composition of the
Company's Board of Commissioners and Directors as of the date of this Information Disclosure is as
follows:
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Board of Commissioners
President Commissioner : Soesilo Soebardjo
Commissioner : Salis Teguh Hartono
Independent Commissioner : Suwarli, S.E., Ak.
Board of Directors
President Director : Martinus Soesilo
Vice President Director : Hirawan Tedjokoesoemo
Director : Alin Rostanti
Director : Patrick Djuanda
INFORMATION REGARDING PLAN TO INCREASE CAPITAL WITH
PRE-EMPTIVE
RIGHTS (PMHMETD)
New Shares and New Shares’ Price
The Company intends to request a mandate from shareholders to implement PMHMETD, by issuing
new shares with a nominal value of IDR 100 (one hundred Rupiah) per share in a maximum amount of
905,905,000 (nine hundred five million nine hundred five thousand) new shares (" New Shares”). The
maximum number of shares is an estimate and the determination will be regulated in accordance with
applicable regulations.
The implementation price of the PMHMETD plan will be determined and announced later in the
PMHMETD plan Prospectus. This is by taking into account the applicable laws and regulations,
including provisions in the capital markets sector, namely Regulation Number I-A concerning the Listing
of Shares and Equity Securities Other Than Shares Issued by Listed Companies, Appendix II to Decree
of the Directors of PT Bursa Efek Indonesia No. Kep-00183/BEI/12-2018 dated 26 December 2018,
Provision V.3.2. Furthermore, for the listing of additional shares originating from the PMHMETD plan,
the exercise price will be at least the same as the lowest price limit for shares traded on the Regular
Market and Cash Market as regulated by Regulation Number II-A concerning Equity Securities Trading.
The new shares offered in this PMHMETD plan have the same rights and are equal in all respects to
all the Company's old shares that have been issued and fully paid up.
Capital Structure Before and After PMHMETD
In connection with PMHMETD, the Company can issue a maximum of 905,905,000 (nine hundred five
million nine hundred five thousand) new shares. The new shares will be issued from shares in the
Company's portfolio with a nominal value of Rp. 100,- per share, assuming all HMETD is taken by all
shareholders, both from the exercise of HMETD and the subscription of additional shares:
Nominal Value Rp100,- per share
Before PMHMETD After PMHMETD
Information
No of shares Nominal Value No of shares Nominal Value
% %
(lembar) (Rp) (lembar) (Rp)
Authorized Capital 8.000.000.000 800.000.000.000 8.000.000.000 800.000.000.000
Paid-up Capital
PT Tiga Makin Jaya 1.011.760.000 101.176.000.000 39,09 1.365.876.000 136.587.600.000 39,09
Soesilo Soebardjo 580.000.000 58.000.000.000 22,41 783.000.000 78.300.000.000 22,41
Martinus Soesilo 200.000.000 20.000.000.000 7,73 270.000.000 27.000.000.000 7,73
PT Harapan Bangsa Kita 188.240.000 18.824.000.000 7,27 254.124.000 25.412.400.000 7,27
Hirawan Tedjokoesoemo 20.000.000 2.000.000.000 0,77 27.000.000 2.700.000.000 0,77
Masyarakat 588.300.000 58.830.000.000 22,73 794.205.000 79.420.500.000 22,73
Total Paid-up Capital 2.588.300.000 258.830.000.000 100 3.494.205.000 349.420.500.000 100
Total Unissued Shares 5.411.700.000 541.170.000.000 4.505.795.000 450.579.500.000
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Requirements for New Shares Issuance through PMHMETD
As regulated in POJK No. 32, Article 8 paragraph 1, the main requirements for carrying out PMHMETD
are as follows:
1. The Company obtains shareholder approval at the EGMS;
2. has submitted the Registration Statement and supporting documents to the OJK;
3. The Registration Statement as intended in number 2 has become effective.
Use of Proceed
All funds obtained by the Company from the implementation of PMHMETD, after deducting emission
costs, will be used by the Company for the Company's working capital, all of which will be used to
purchase shrimp raw materials.
In the event that the planned use of funds obtained from PMHMETD is a material transaction as
regulated in OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and Changes in
Main Business Activities ("OJK Regulation No. 17/2020") and/or transactions containing conflicts of
interest as regulated in OJK Regulation No. 42/POJK.04/2020 concerning Affiliate Transactions and
Conflict of Interest Transactions ("OJK Regulation No. 42/2020"), the Company is obliged to comply
with OJK Regulation No. 42/2020. 17/2020 and/or OJK Regulation no. 42/2020 (as relevant) in carrying
out these transactions include, among other things, fulfilling the obligation to obtain a fairness opinion
from an independent appraiser to determine the fair value of the material transaction object and/or the
fairness of the transaction, announcing information disclosure to the public, submitting information
disclosure to the OJK, and first obtain GMS approval (if the transaction exceeds a certain value limit)
or approval from independent shareholders at the GMS (as relevant).
Potential Financiers or Standby Buyer, Nature and Affiliation, Changes in Controlling Ownership
Until this Disclosure of Information is published, the Company does not yet have a Potential Financiers
and/or Standby Buyer related to the Company's PMHMETD plan. The Company will report whether or
not there is an affiliation relationship as stipulated in Article 15 paragraph (1a) letter g POJK No.
14/2019.
There is no changes in the Company's controlling ownership after the implementation of the PMHMETD.
MANAGEMENT DISCUSSION AND ANALYSIS
Key Financial Data
The summary of important financial data presented below has been prepared based on, and should be
read together with and refers to, the Company's consolidated financial statements for the period year
ending 31 December 2023 which has been audited by the Public Accounting Firm (“KAP”) Mirawati,
Sensi, Idris, with a fair opinion in all material respects by Public Accountant (“AP”) Suhartanto, year
ending 31 December 2022 which has been audited by the Public Accounting Firm (“KAP”) Kosasih,
Nurdiyaman, Mulyadi Tjahjo & Rekan (member of Crowe International), with a fair opinion in all material
respects by Public Accountant (“AP”) Fendri Sutejo, and the year ending December 31, 2021 which has
been audited by the Public Accounting Firm (“KAP”) Kosasih, Nurdiyaman, Mulyadi, with a fair opinion
in all material respects by Public Accountant (“AP”) Suhartanto.
Consolidated Balance Sheet
(in US Dollar)
31 December
Remarks
2023 2022 2021
Current Asset 245.125.382 247.718.078 229.006.842
Non – Current Asset 54.599.320 49.789.975 39.570.596
Total Asset 299.724.702 297.508.053 268.577.438
Short Term Liabilities 209.005.691 209.325.960 189.166.183
Long Term Liabilities 9.393.681 6.899.673 5.742.367
Total Liabilities 218.399.372 216.225.633 194.908.550
Total Equity – net 81.325.330 81.282.420 73.668.888
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31 December
Remarks
2023 2022 2021
Total Liabilities and Equity 299.724.702 297.508.053 268.577.438
Consolidated Comprehensive Income Statement
(in US Dollar)
31 Desember
Remarks
2023 2022 2021
Net Sales 187.877.008 190.671.111 175.769.252
Cost of Goods Sales (157.733.849) (155.746.420) (134.899.939)
Gross Profit (Loss) 30.143.159 34.924.691 40.869.313
Operating Profit (Loss) 12.594.822 12.930.547 19.382.185
Profit (Loss) before Tax 1.705.788 7.167.850 12.050.043
Net Profit (Loss) 81.247 7.543.323 9.294.368
Other Comprehensive Income (Expense) (38.337) 70.209 81.649
Comprehensive Profit (Loss) for the Year 42.910 7.613.532 9.376.017
Earnings per Share 0,00003 0,0032 0,0040
Management Discussion and Analysis Regarding the Company's Financial Proforma
PMHMETD will have a positive impact on the Company's financial condition and capital structure. The
PMHMETD will later increase the Company's Total Equity, Cash and Cash Equivalents and Total Asset.
The assumptions used to simulate pro forma financial consolidation before and after PMTHMETD are
as follows:
1. The PMHMETD has been approved through the Company's EGMS;
2. The maximum number of newly issued shares of the Company is 905,905,000 New Shares;
3. New issued shares are assumed using its par value of Rp 100,-;
4. The total issued and paid-up capital of the Company prior to PMTHMETD is 2,588,300,000 shares;
5. The total issued and paid-up capital of the Company after PMTHMETD increased to a maximum of
3,494,205,000 shares.
Company's Financial Proforma
(in US Dollar)
Remarks
Before PMHMETD After PMHMETD
Current Asset 245.125.382 257.845.450
Non – Current Asset 54.599.320 55.252.291
Total Asset 299.724.702 313.097.741
Short Term Liabilities 209.005.691 206.553.438
Long Term Liabilities 9.393.681 8.791.608
Total Liabilities 218.399.372 215.345.046
Total Equity – net 81.325.330 97.752.695
Total Liabilities and Equity 299.724.702 313.097.741
STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD
OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company are responsible for the validity of
the information in this Disclosure of Information and declare that all material information and opinions
expressed in this Disclosure of Information are true and can be accounted for and there is no other
information that has not been disclosed which could lead to material information in this Disclosure of
Information to be untrue and/or misleading; and
The Board of Commissioners and Directors of the Company have reviewed the Capital Increase plan
including assessing and mitigating the risks and benefits of Capital Increase for the Company and all
Shareholders, and believe that Capital Increase is the best choice for the Company and all
Shareholders.
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Therefore, based on the trust and belief that PMTHMETD is indeed the best choice to achieve the
benefits mentioned above, the Board of Directors and Board of Commissioners of the Company
recommend all shareholders of the Company to approve the Company’s planned PMTHMETD as
described in this Disclosure of Information.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions in the Company's Articles of Association, POJK No. 14, POJK No. 15
and Law no. 40 of 2007 concerning Limited Liability Companies (“UUPT”), this Disclosure of Information
was announced on 22 May 2024. The EGMS will be held on 28 June 2024 as scheduled.
Quorum of Attendance and Resolutions of the EGMS
Based on Article 42 POJK No. 15/2020, Quorum for attendance and quorum for decisions of the GMS
for agenda items for changes to the articles of association of a Public Company which require approval
from the minister who handles government affairs in the field of law and human rights, except for
changes to the articles of association of a Public Company in order to extend the period of existence of
a Public Company carried out by the following provisions:
A GMS can be held if the GMS is attended by shareholders representing at least 2/3 (two thirds) of the
total number of shares with valid voting rights. A GMS decision is valid if it is approved by more than
2/3 (two thirds) of all shares with voting rights present at the GMS.
In the event that the quorum as intended is not reached, a second GMS can be held provided that the
second GMS is valid and has the right to make decisions if the GMS is attended by shareholders
representing at least 3/5 (three fifths) of the total number of shares with valid voting rights. . A GMS
decision is valid if it is approved by more than 1/2 (one half) of all shares with voting rights present at
the GMS.
In the event that the quorum at the second GMS is not reached, a third GMS can be held provided that
the third GMS is valid and has the right to make decisions if attended by shareholders of shares with
valid voting rights within the attendance quorum and decision quorum determined by the Financial
Services Authority at the request of the Company.
ADDITIONAL INFORMATION
The Company will announce to the Company's Shareholders the exact time information regarding the
PMHMETD plan no later than 2 (two) working days after the information.
To obtain additional information in connection with this PMHMETD, the Company's Shareholders may
submit it to the Company's Corporate Secretary and Investor Relations, during the Company's working
days and hours at the address below:
Head Office:
Jl. Raya Banyuwangi Km. 10
Situbondo, Jawa Timur 68362
Phone : +62 (338) 672221
Email: corsec@pancamitra.com
Website: www.pancamitra.com
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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Ministry of Law and Human Rights
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Financial Services Authority
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Bapepam
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Bapepam-LK
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Buntario Tigris Darmawa Ng
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Rachmat Santoso
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Minister of Justice and Human Rights
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Amriyati A. Supriyadi
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Minister of Law and Human Rights
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Mulyadi Tjahjo & Rekan
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