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20240612_BRPT_Laporan Informasi dan Fakta Material_31660934_lamp3.pdf
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ENGLISH TRANSLATION
AMENDMENT AND/OR ADDITIONAL INFORMATION TO DISCLOSURE OF INFORMATION OF
PT BARITO PACIFIC TBK
IN RELATION TO THE PLAN TO TRANSFER THE TREASURY SHARES (REFLOAT)
THROUGH MESOP PROGRAM
This Amendment and/or Additional Information to Disclosure of Information of PT Barito Pacific Tbk in
relation to the Plan to Transfer the Treasury Shares through MSOP/ESOP Program that was announced to
the shareholders on 8 May 2024 (“Amendment of Disclosure of Information”) is made and aimed in
order to comply with the Financial Services Authority Regulation No. 30/POJK.04 /2017 regarding the
Buyback of Shares Issued by Public Companies as amended by Financial Services Authority Regulation
No. 29/2023 regarding the Buyback of Shares Issued by Public Companies.
PT BARITO PACIFIC TBK
(the “Company”)
Business Activities
Industry, Renewables Energy, Property, Trading, Mining, Forestry, Plantation, Transportation, and Activity
of Holding Company
Domiciled in
Banjarmasin, South Kalimantan, Indonesia
OFFICE
th
Wisma Barito Pacific, Tower B, 8 Floor
Jl. Let. Jend. S. Parman Kav. 62 – 63
Jakarta 11410
Telephone : (021) 5306711, Fax : (021) 5306680
Website : www.barito-pacific.com
Email : corpsec@barito.co.id
This Amendment of Disclosure of Information is submitted in connection with the plan to Transfer the
Treasury Shares (Refloat) which will be implemented through the MESOP Program as defined in this
Amendment of Disclosure of Information.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, ARE
FULLY RESPONSIBLE FOR THE TRUENESS AND COMPLETENESS OF THE INFORMATION AS
SET OUT IN THIS AMENDMENT OF DISCLOSURE OF INFORMATION, AND AFTER CAREFUL
REVIEW, HEREBY CONFIRM THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE IS
NO MATERIAL INFORMATION THAT IS NOT DISCLOSED IN OR OMITTED FROM THIS
AMENDMENT OF DISCLOSURE OF INFORMATION WHICH MAY CAUSE THIS AMENDMENT OF
DISCLOSURE OF INFORMATION TO BE INCORRECT AND/OR MISLEADING.
This Amendment of Disclosure of Information issued in Jakarta on 12 June 2024
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ENGLISH TRANSLATION
I. DEFINITION
“Buyback” : The activity of re-acquiring shares that have been issued by the
Company and carried out under the provisions of applicable laws
and regulations.
“IDX” : Indonesia Stock Exchange, where the Company’s shares are listed
and traded.
“Board of : An organ of the company having a general and/or special
Commissioners” supervision role under the articles of association and advising the
Board of Directors.
“Board of Directors” : The organ of the company that is authorized and fully responsible
for the management of the company for the benefit of the company,
in accordance with the goals and objectives of the company and
represents the company, both inside and outside the court under
the provisions of the articles of association.
“Disclosure of : Disclosure of Information contains information related to the
Information” implementatio of Refloat through the MESOP Program that was
informed in Disclosure of Information issued by the Company on 8
May 2024 and this Amendment of Disclosure of Information.
“Disclosure of : Disclosure of Information announced by the Company in relation to
Information regarding the the Refloat of Treasury Shares by way of Distribution of Bonus
Distribution of Bonus Shares on 8 May 2024 including its amendment and/or additional
Shares” information.
“Financial Report - March : Consolidated Financial Report of the Company that ended on 31
2024” March 2024 that has been issued by the Company on 30 April
2024.
“OJK” : The Financial Services Authority, an independent institution as
referred to in Law Number 21 of 2011 on the Financial Services
Authority as amended by the P2SK Law ("OJK Law"), whose duties
and authorities include regulating and supervising financial services
activities in the banking sector, capital markets, insurance, pension
funds, financing institutions and other financial institutions, which
since December 31, 2012, OJK is an institution that replaces and
accepts the rights and obligations to carry out regulatory and
supervisory functions from Bapepam & LK under the provisions of
Article 55 of the OJK Law.
“Distribution of Bonus : Distribution of Treasury Shares to the shareholders of the Company
Shares” proportionally as informed and explained in the Disclosure of
Information regarding the Distribution of Bonus Shares.
“POJK 30/2017” : OJK Regulation Number 30/POJK.04/2017 concerning Buyback of
Shares Issued by Public Companies as amended by POJK
29/2023.
“POJK 29/2023” : OJK Regulation Number 29 of 2023 concerning Buyback of Shares
Issued by Public Companies.
“MESOP Program” : A program to give an incentive in the form of shares to
management and/or employees of the Company / Management
and/or Employee Stock Option Plan.
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ENGLISH TRANSLATION
“Refloat” : The transfer of Treasury Shares under the mechanisms and
procedures as regulated in POJK 30/2017 or POJK 29/2023 (as
relevant).
“Securities Account” : An account managed by a custodian bank or securities company
that contains a record of the securities balance of the account
holder investor to accommodate the account holder's securities
portfolio based on the provisions of the Capital Markets Law.
“GMS” : General Meeting of Shareholders of the Company, either Annual
General Meeting of Shareholders (“AGMS”) or Extraordinary
General Meeting of Shareholders (“EGMS”).
“GMS 2018” : AGMS of the Company dated 8 June 2018 as contained in Deed of
Minutes of Meeting of AGMS of PT Barito Pacific Tbk. Number 19
dated 8 June 2018 made by Kumala Tjahjani Widodo, S.H., M.H.,
M.Kn., Notary in Jakarta
“Treasury Shares” : Shares of the Company from Buyback with total amount as
explained in the foreword part of this Amendment of Disclosure of
Information.
“UUPM” : Law No. 8 of 1995 on Capital Markets and its implementing
regulations.
II. FOREWORD
This Amendment of Disclosure of Information is made to give more explanation and information to the
shareholders of the Company in connection with the Company’s plan regarding the Refloat of Treasury
Shares of the Company with reference to disclosure in Financial Report - March 2024 with the total
number of 185.450.729 (one hundred eighty-five million four hundred fifty thousand seven hundred
twenty-nine) shares.
Details of Treasury Shares and total Refloat that will be implemented by the Company as explained
above, as shown in the following table:
Refloat Plan
Total of Treasury
Shares based on
Buyback Through
Financial Report - Through MESOP
Distribution of
March 2024 Program
Bonus Shares
Buyback-1 17.883.329 0 17.883.329
Buyback-2 109.930.000 109.930.000 0
Buyback-3 34.037.400 34.037.400 0
Buyback-4 23.600.000 6.032.600 17.567.400
*)
Total 185.450.729 150.000.000 35.450.729
*) Total of Treasury Shares that will be utilized in MESOP Program may increase if there are
remaining Treasury Shares that are not distributed through Distribution of Bonus Shares,
among others as a result of tax deduction under applicable law and regulation regarding taxes.
Therefore, the total of Treasury Shares to be utilized in MESOP Program may exceed 35.450.729
shares.
Upon the implementation of Refloat through Distribution of Bonus Shares or MESOP Program, the
Company will fulfill the Refloat obligation as stipulated in POJK 30/2017 (for Buyback-1) and POJK
29/2023 (for Buyback-2, Buyback -3, and Buyback-4).
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ENGLISH TRANSLATION
III. THE OBLIGATION OF THE COMPANY TO CONDUCT THE REFLOAT OVER THE
TREASURY SHARES
Company’s Effort regarding the Fulfillment of Refloat Obligation
Particularly for the Treasury Shares from Buyback-1, based on POJK 30/2017 the Company must have
completed the Refloat at the latest on 26 December 2022.
In order to fulfill the Refloat obligation for the Treasury Shares from Buyback-1, the Company has
attempted to offer the Treasury Shares to several potential investors. However, due to Covid-19
pandemic that happened in year 2020 until the end of year 2022 that cause pressure on general
economic market conditions, the transfer of Treasury Shares has not fulfilled yet. The Company even
made another Buyback-3 and Buyback -4 in fluctuating market conditions.
Furthermore, in 2022, the Company has attempted another effort, which is to distribute 374.622.671
Treasury Shares from Buyback-1 to the shareholders of the Company as Bonus Shares (“Bonus
Shares 2022”), details of which has been explained in the Disclosure of Information of the Company
that was issued on 2 November 2022 (“DI dated 2 November 2022”) and has received (i) approval
from OJK based on OJK’s letter number S-209/D.04/2022 dated 24 October 2022; and (ii) approval
from EGMS of the Company dated 9 December 2022.
Therefore, after the distribution of Bonus Shares 2022, the remaining Treasury Shares from Buyback-1
are 17.883.329 shares (“Remaining Treasury Shares From Buyback -1”).
For the Remaining Treasury Shares From Buyback-1, as informed by the Company in DI dated 2
November 2022, the Company has allocated it all to be utilized in MESOP Program as has received
approval in GMS 2018, which the shareholders of the Company has approved to give incentive in form
of shares to the management and employee of the Company by way of the implementation of MESOP
Program in the maximum of 100.000.000 shares. Furthermore, it is approved that the implementation of
bonus/incentives in the form of shares will be given to the management and employees of the Company
gradually within 6 (six) years from the approval date of AGMS 2018.
Therefore, Refloat over Treasury Shares from Buyback-1 has been completely implemented through: (i)
Distribution of Bonus Shares 2022; and (ii) allocated it all for MESOP Program.
Origin of Treasury Shares that will be utilized in MESOP Program
Treasury Shares to be utilized for MESOP Program is derived from:
a. From Buyback-1
All remaining Treasury Shares from Buyback-1 that have been allocated for MESOP Program,
or in total of 17.883.329 shares.
b. From Buyback-4
The remaining number of Treasury Shares from Buyback-4 upon the Distribution of Bonus
Shares or in the total of 17.567.400 shares, will be allocated and utilized entirely for MESOP
Program (“MESOP Shares from Buyback-4”).
The Company will comply with provisions as regulated in POJK 29/2023 regarding the period,
Refloat obligation, extension period requirements, reporting, and other provisions regarding
the Refloat implementation through MESOP Program.
GMS Approval
Based on Article 25 POJK 29/2023, the Refloat implementation over Treasury Shares from Buyback-4
through MESOP Program requires approval form the GMS of the Company. Therefore, the Company
will request for approval from the EGMS of the Company that will be held on 14 June 2024.
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ENGLISH TRANSLATION
To avoid doubts, especially regarding the distribution process of Treasury Shares that have been
allocated for the MESOP Program which implemented in stages until all Treasury Shares are fully
utilized, the Company will also request approval from the EGMS of the Company that will be held on
14 June 2024.
IV. DETAILS REGARDING THE GRANTING OF SHARES BONUS THROUGH MESOP
PROGRAM
A. Background and Objectives of Granting of Shares Bonus
1. The granting of shares through MESOP Program to the management and employees is a
way for the Company to give incentive and appreciation to the management and
employees of the Company for the performance that has been achieved by the Company.
2. By the share ownership of the management and employees of the Company it is expected
that the alignment between the Company’s interests and the management and employee's
interests will be achieved and to be as follows:
a. to give appreciation/reward to the management and employees for their contribution
in helping the improvement of the Company’s performance;
b. to increase motivation and commitment of the management and employees to the
Company which eventually will increase the productivity and performance of the
Company;
c. to give an opportunity to the management and employees to directly experience the
Company’s benefit and increase the employees' welfare for the long-term;
d. to maintain and motivate the management and employees who have an important
role in supporting the success of the Company’s long-term business strategies;
e. with having direct ownership of the Company’s shares, this program is also
expected to create a real sense of ownership for management and employees,
which will increase the sense of responsibility and work performance.
3. By the implementation of this MESOP Program, the Company also fulfills its obligations to
transfer the Treasury Shares from Buyback as stipulated POJK 30/2017 (for Treasury
Shares from Buyback-1) and POJK 29/2023 (for Treasury Shares from Buyback -4).
B. General Information regarding the MESOP Program
1. Stages of Distribution Implementation
Distribution of Treasury Shares that have been allocated for MESOP Program will be
implemented gradually until all allocated shares are fully utilized for the implementation of
MESOP Program.
2. Supervisory and Reporting
Supervisory of the implementation of MESOP Program will be carried out by the Directors
and further be reported to the Board of Commissioners of the Company and in the near
future AGMS of the Company upon the end of a stage/phase implementation of MESOP
Program.
The ownership of the Company’s shares by the member of the Board of Directors and
Board of Commissioners of the Company as the results of the implementation of MESOP
Program must be reported to OJK as stipulated in OJK Regulation Number 4 Year 2024
regarding the Ownership Reporting or Any Changes of Ownership of Public Company
Shares and Reporting Activity of Pledge of Shares of Public Company (“POJK 4/2024”).
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ENGLISH TRANSLATION
V. REFLOAT IMPLEMENTATION OF TREASURY SHARES THROUGH MESOP PROGRAM
A. Participant Requirement and Criteria of MESOP Program
MESOP Program will be granted to any member of Board of Directors, Board of Commissioners,
and/or employees of the Company that fulfil all criteria as follows (“Eligible Participant”):
General Criteria:
a. not serving as Independent Commissioner of the Company;
b. have serving as a member of Board of Directors or Board of Commissioners of the
Company for a minimum of 3 (three) years; or for the employees of the Company, has
become a permanent employee for a minimum of 3 (three) years;
c. still serving as Board of Directors, Board of Commissioners, or still working and listed as
employees of the Company on the date of MESOP Program;
d. on the date of distribution of MESOP Program, is not under any sanctions from the
Company and/or under any crime punishment for any reason based on the provisions of
applicable law and regulations; and
e. comply with any other provisions that from time to time being stipulated by Board of
Directors Resolution, after consultation with the Remuneration Committee of the
Company, by taking into account their respective performance and also the provisions of
applicable law and regulations.
Specific Criteria:
a. achieve individual target performance and/or target of work performance which applies to
a performance assessment period from the Company, as will be notified from time to time
at the end of each assessment period through a letter from the President Director to each
of Director, Commissioner, and/or employees (“Letter of Notification of Shares
Incentive”); and
b. fulfil special criteria that determined through time by the Remuneration Committee or
Board of Commissioners of the Company.
B. Information Regarding the Refloat Implementation through MESOP Program
1. Number of Shares
Treasury Shares that will be distributed through MESOP Program are in the number of
35.450.729 shares. This amount may increase if there are remaining Treasury Shares
through Distribution of Bonus Shares as a results of tax deductions based on applicable laws
and regulations regarding taxes.
2. Price of Shares
For the first stages of MESOP Program, the Treasury Shares that will be distributed are
4.665.200 shares with prices IDR 0,- (zero Indonesian Rupiah).
Thus, on each OverbookingDate:
(i) total of Treasury Shares that recorded in Company’s account will decrease according
to the number of shares that are distributed and transferred to the
management/employee securities account as the implementation of MESOP Program;
and
(ii) costs related to the implementation will be recorded as expenses.
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ENGLISH TRANSLATION
C. Distribution Shares in MESOP Program
Shares in MESOP Program will be distributed in stages until all of shares of MESOP Program
fully utilized. The distribution will be carried out by way of transfer from Company’s Securities
Account to Eligible Participant’s Securities Account who has received Letter of Notification of
Shares Incentive, at a specific time and schedule which will be determined in Letter of
Notification of Shares Incentive.
Time and schedule of the distribution of Shares in MESOP Program will be included in Letter of
Notification of Shares Incentive and distribution schedule will be adjusted with the lock-up period.
Thus, at the time the MESOP Program is distributed or transferred to Eligible Participant’s
Securities Account, there is no lock-up obligation to the MESOP Program.
For the first time, the distribution of Shares in MESOP Program will be implemented at the latest
on 30 June 2024 to the management and/or employees of the Company that has received the
Letter of Notification of Shares Bonus in year 2021.
The Company will provide such assistance as may be necessary by Eligible Participant to open a
Securities Account to receive or deposit the MESOP Program.
For each distribution of Shares in MESOP Program at subsequent stages, the Company will first
make information disclosure to the public.
VI. IMPACT OF MESOP PROGRAM IMPLEMENTATION TO THE COMPANY’S FINANCIAL
CONDITION
Based on Company’s Financial Report March - 2024, total of Company’s shares in the treasury account
are 185,450,729 shares, with average price of IDR 260 per share.
Upon the completion of the first stage of MESOP Program, proforma of Company’s shareholders
composition before and after the implementation is as follows:
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ENGLISH TRANSLATION
VII. ADDITIONAL INFORMATION
Any shareholders of the Company who require any additional information on this Disclosure of
Information may contact us every day during the Company’s business hours at:
PT BARITO PACIFIC TBK.
th
Wisma Barito Pacific, Tower B, 8 Floor
Jl. Let. Jend. S. Parman Kav. 62-63
Jakarta 11410, Indonesia
Telephone: +62-21-530 6711, Fax: +62-21-530 6680
Website: www.barito-pacific.com
Email: corpsec@barito.co.id
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