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20240612_BRPT_Laporan Informasi dan Fakta Material_31660934_lamp5.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) BY WAY
OF DISTRIBUTION OF BONUS SHARES
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 by way of Distribution of Bonus Shares that has
been announced to the shareholders on 8 May 2024 (“Amendment of Disclosure of Information”)
is made and aimed in order to comply with the Regulation of the Financial Services Authority
Number 27/POJK.04/2020 dated 23 April 2020 regarding Bonus Shares juncto POJK Number 29 of
2023 regarding the Buyback of Shares Issued by Public Company.
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 Facsimile : (021) 5306680
Website : www.barito-pacific.com
Email : corpsec@barito.co.id
In order to approve this plan to transfer the Treasury Shares (Refloat) by way of Distribution of
Bonus Shares, the Company will hold an Extraordinary General Meeting of Shareholders (“EGMS”)
on 14 June 2024 at 02:00 P.M. Western Indonesian Time at Wisma Barito Pacific II, Mezzanine
Floor, Let. Jend. S. Parman Street Kav. 60, Jakarta 11410. Notice and Summon for the EGMS will
be published through the website of PT Bursa Efek Indonesia ("BEI”) and the Company
consecutively on 8 May 2024 and 23 May 2024.
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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I. DEFINITION
“IDX” : Indonesia Stock Exchange, where the Company’s shares are
listed and traded.
“Buyback” : The activity of re-acquiring shares that have been issued by
the Company.
“Financial Report March - : Consolidated Financial Report of the Company that ended on
2024” 31 March 2024 that has been issued by the Company on 30
April 2024.
“Disclosure of : Disclosure of Information contains information related to the
Information regarding the transfer of Treasury Shares through MSOP/ESOP Program
MESOP Program” as has been informed in Disclosure of Information that was
issued by the Company on 8 May 2024 and its amendment
and/or additional information.
“KSEI” : Central Securities Depository Services Fee.
“OJK” : Financial Services Authority.
“Distribution of Bonus : Distribution of Shares to the shareholders of the Company
Shares” proportionally as explained in this Amendment of Disclosure
of Information.
“POJK No.15/2020” : OJK Regulation Number 15/POJK.04/2020 regarding the
Planning and Implementation of General Meeting of
Shareholders for Public Company.
“POJK No.27/2020” : OJK Regulation Number 27/POJK.04/2020 dated 23 April
2020 regarding the 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.
“Refloat” : The Transfer of Treasury Shares from Buyback in ways and
procedures as regulated in POJK 30/2017 or POJK 29/2023
(as relevant).
“GMS” : General Meeting of Shareholders of the Company, either
Annual General Meeting of Shareholders (“AGMS”) or
Extraordinary General Meeting of Shareholders (“EGMS”).
“Bonus Shares” : Shares that are distributed on a free-of-charge basis to the
shareholders of the Company based on their owned shares.
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“Treasury Shares” : Shares of the Company from Buyback with total amount as
explained in the foreword part of this Amendment of
Disclosure of Information.
“Company Law” : Law Number 40 of 2007 on Limited Liability Companies
dated 16 August 2007 as amended by Law Number 6 of
2023 regarding the Stipulation of Government Regulation in
Lieu of Law Number 2 of 2022 regarding the Job Creation to
become Law dated 30 December 2022.
II. FOREWORD
This Amendment of Disclosure of Information is made to give more information and explanation
to the shareholders of the Company in relation to the Company’s plan to implement the Refloat
over Treasury Shares of the Company with reference to disclosure in Financial Report March -
2024 with a total of 185,450,729 (one hundred eighty-five million four hundred fifty thousand
seven hundred twenty-nine) shares.
As for the Treasury Shares, based on Article 16 paragraph (1) POJK 29/2023, the Company
has obligation to Refloat and to fulfill that obligation, the Company intends to conduct Refloat by
the mechanism of:
(a) Distribution of Bonus Shares in the maximum of 150.000.000 (one hundred fifty million)
Treasury Shares (as explained more in this Amendment of Disclosure of Information); and
(b) The Implementation of MESOP Program for the remaining number of Treasury Shares that
are not distributed in Distribution of Bonus Shares (as further explained in Amendment of
Disclosure of Information of the Company regarding MESOP Program.)
For ease of reference, the details of Treasury Shares and total Refloat that will be implemented
by the Company as explained above, can be seen on the following table:
Total of Treasury Refloat Plan
Shares based on
Buyback
Financial Report Through Distribution Through MESOP
March 2024 of Bonus Shares Program
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 Bonus Shares among others as
a result of tax deduction under applicable law and regulation regarding taxes. Therefore,
the total of Treasury Shares that will be utilized in MESOP Program may exceed 35.450.729
shares.
Upon the completion 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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Refloat through the mechanism of Distribution of Bonus Shares that will be implemented by the
Company under the provisions of Article 21 letter f of POJK No. 29/2023 which among others,
requires the Company to meet the following requirements:
a. Obtaining the approval of the shareholders of the Company:
The Company will hold an EGMS on 14 June 2024 to request approval from the
shareholders regarding the Distribution of Bonus Shares, following the procedures for
conducting an EGMS as stipulated in POJK No. 15/2020, Company Law, the Company's
articles of association and related laws and regulations in the capital market sector.
b. Notifying OJK at the latest at the time when the notification of the EGMS submitted:
Simultaneously with the Notification of EGMS, the Company has submitted the notification
to OJK regarding the Distribution of Bonus Shares, based on Company’s letter Number
021/BP/M-Corps/V/2024 dated 8 May 2024.
c. Announcing its information disclosure to the public at the latest at the time when the
announcement of the EGMS submitted:
The Company issued the Disclosure of Information on 8 May 2024 simultaneously with the
announcement of EGMS, as amended/added based on this Amendment of Disclosure of
Information.
III. DESCRIPTION ON THE DISTRIBUTION OF BONUS SHARES
A. PURPOSE AND BENEFITS OF REFLOAT IMPLEMENTATION OVER TREASURY
SHARES THROUGH DISTRIBUTION OF BONUS SHARES
The Distribution of Bonus Shares to be carried out by the Company is a fulfillment of the
Company's obligation under POJK No. 29/2023 as specifically allowed as one alternative
way to Refloat as stipulated in Article 21 letter f POJK 29/2023. In addition, the transfer of
Treasury Shares by using this mechanism, is expected to provide benefits both to the
Company and to shareholders, which will increase the number of the Company’s
outstanding shares.
Upon the implementation of the Distribution of Bonus Shares to all shareholders of the
Company proportionally, the liquidity of the Company's shares will increase which is
expected to have a positive impact on the trading performance of the Company's shares on
the IDX.
Referring to Article 3 of POJK No. 27/2020, Treasury Shares to be distributed as Bonus
Shares, are derived from the capitalization of other components of equity. The recording of
Treasury Shares in other components of equity has been stated in the Company's
Financial Report March - 2024. Upon the implementation of the Distribution of Bonus
Shares derived from the Treasury Shares, the Additional Paid-in Capital recorded in the
Financial Statements will be reduced.
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B. PRICING BASIS FOR BONUS SHARES
Pertaining to the determination of the pricing of the Bonus Shares to be distributed, the
Company refers to Article 9 POJK No. 27/2020, which stipulates that Bonus Shares to be
distributed which is not shares dividend, so the price determination refers to the nominal
value of the Company's shares, which is IDR 100 (one hundred Indonesian Rupiah) per
share.
C. RATIO OF THE DISTRIBUTION OF BONUS SHARES
Taking into account the number of Treasury Shares to be distributed, the Company
proposes the distribution of Bonus Shares in a ratio of 625 (six hundred and twenty-five)
existing shares to receive 1 (one) Bonus Shares. The Distribution of Bonus Shares will
be rounded down, and the Company will not distribute shares with share ownership less
than the predetermined distribution ratio.
D. PROPOSED EXECUTION OF DISTRIBUTION OF BONUS SHARE AND KEY DATES
If it is approved by the EGMS on 14 June 2024, then the Bonus Shares will be distributed
on 19 July 2024. Furthermore, shareholders who are entitled to receive bonus shares are
shareholders of the Company whose names are recorded in the Company's register of
shareholders on 28 June 2024 (Recording Date) by taking into account the number of
shares owned by such shareholders obtained based on share trading on the IDX at the
latest on 28 June 2024 (cum bonus).
KEY DATES WITH REGARD TO THE DISTRIBUTION OF BONUS SHARES
Submission of information on the Plan of Distribution of Bonus
1 : 30 April 2024
Shares and notify EGMS agenda to OJK
Announcement of EGMS on eASY.KSEI, BEI’s website, and
2 : 8 May 2024
Company’s website
Disclosure of Information regarding the proposed Distribution of
3 : 8 May 2024
Bonus Shares through BEI’s website and Company’s website
4 Recording date for shareholders who entitled to attend EGMS : 22 May 2024
Invitation of EGMS on eASY.KSEI, BEI’s website, and
5 : 23 May 2024
Company’s website
6 EGMS : 14 June 2024
Submission of the summary of the minutes of EGMS together
At the latest by
7 with the announcement of the procedural Distribution of Bonus :
20 June 2024
Shares on BEI and Company’s website.
8 Cum Date for Bonus Shares Regular and Negotiated Market : 26 June 2024
27 June 2024
9 Ex - Date for Bonus Shares at Regular and Negotiated Market :
10 Cum Date for Bonus Shares at Cash Market : 28 June 2024
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28 June 2024
Recording Date on Shareholder Register to determine the
11 :
shareholder who is entitled to receive Bonus Shares
1 July 2024
12 Ex-Date for Bonus Shares at Cash Market :
13 Request for a listing of Distribution of Bonus Shares to BEI : 11 July 2024
14 Distribution of Bonus Shares : 19 July 2024
At the latest by
15 Report on the Distribution of Bonus Shares :
2 August 2024
E. TAXES ON BONUS SHARES
Tax on Bonus Shares will be treated following the applicable tax provisions in Indonesia.
F. ADMINISTRATIVE PROCEDURES RELATED TO THE DISTRIBUTION OF BONUS
SHARES
The Distribution of bonus shares approved by the EGMS will be conducted with the
following procedures and procedures:
(i) Rounding
If the shareholders receive Bonus Shares in the form of fractions or do not reach the units
of shares, then rounding down will be made for the fraction of more or less than a half (>0.5
or <0.5).
(ii) Distribution of Bonus Shares
The Company proposes the distribution of Bonus Shares as follows:
1. For shareholders whose shares are under the collective custody of KSEI, the bonus
shares to which they are entitled will be distributed through a securities account in the
securities sub-account in the name of the shareholder on 19 July 2024 (Distribution of
Bonus Shares).
2. For shareholders whose shares are still in scrip form, shareholders can obtain bonus
shares from the date19 July 2024 (Distribution of Bonus Shares) by submitting the
existing share certificate to the Company's Securities Administration Bureau, namely:
PT Raya Saham Registra
nd
Gedung Plaza Central 2 Floor
Jl. Jend. Sudirman Kav 47 – 48 Jakarta 12930
Telp (021) 2525666 ; Fax : (021) 2525028
Email: rsrbae@registra.co.id
By bringing the following documents:
As to Individual Shareholders:
1. Original and valid proof of identity (KTP/SIM/Passport).
2. If represented by a proxy, that proxy must submit the original power of attorney
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signed on stamp duty and attach a photocopy of a valid proof of identity card
belonging to the shareholders who grant the authorization to such proxy and the
original valid proof of identity of such proxy.
As to Legal Entity Shareholders:
1. Photocopy of the articles of association together with the latest changes to the
composition of the board.
2. If represented by a proxy, that proxy must submit the original power of attorney
signed on stamp duty and attach a photocopy of a valid proof of identity card
belonging to the shareholders (authorized personnel) who grant the authorization
to such proxy and the original valid proof of identity of such proxy.
G. PRO FORMA OF CAPITAL STRUCTURE UPON THE EXECUTION OF DISTRIBUTION
OF BONUS SHARES
The Proforma of capital structure of the Company before and after the Distribution of
Bonus Shares is as follows:
As of Mar 31, 2024 Before the Distribution of Bonus Shares After the Distribution of Bonus Shares
Shareholders Number of Percentage Issued Number of Percentage Issued and
Shares of and Shares of Paid up
Ownership Paid up Ownership Capital
Capital
% US$ '000 % US$ '000
Prajogo Pangestu (President Commissioner) 64,736,062,073 69.05 677,676 64,839,848,156 69.16 678,762
PT Barito Pacific Lumber 477,886,421 0.51 5,003 478,652,578 0.51 5,011
PT Tunggal Setia Pratama 321,949,894 0.34 3,370 322,466,050 0.34 3,376
Lim Chong Thian (Commissioner) 501,684 0.00 5 502,488 0.00 5
Agus Salim Pangestu (President Director) 374,901 0.00 4 375,502 0.00 4
Diana Arsiyanti (Director) 70,294 0.00 1 70,407 0.00 1
Others
(which respectively under 5% ownership) 28,024,922,048 29.89 -293,373 28,069,852,135 29.94 293,843 -
Subtotal 93,561,767,315 99.80 979,432 93,711,767,315 99.96 981,002
Treasury Shares 185,450,729 0.20 1,941 35,450,729 0.04 371
Total 93,747,218,044 100.00 981,373 93,747,218,044 100.00 981,373
H. THE IMPACT OF REFLOAT IMPLEMENTATION OF TREASURY SHARES BY VIRTUE
OF THE DISTRIBUTION OF BONUS SHARES ON THE COMPANY'S SHARE PRICE
Increasing of shares as the impact of granting of Bonus Shares is expected that there will
be no significant negative impact on the price of Company's shares, considering that the
number of shares transferred through the Distribution of Bonus Shares compared to the
total shares, the value is not material or only 0.16%.
On the contrary, the transfer of Treasury Shares through the Distribution of Bonus Shares
is expected to provide benefits to both the Company and the shareholders, which will
increase the shares liquidity of the Company and have a positive impact on the trading
performance of the Company's shares on the IDX.
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IV. ADDITIONAL INFORMATION
To any shareholders of the Company who require any information on this Disclosure of
Information in more detail, 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, Facsimile: +62-21-530 6680
Website: www.barito-pacific.com
Email: corpsec@barito.co.id
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H. THE IMPACT OF REFLOAT IMPLEMENTATION OF TREASURY
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