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20240605_MBMA_Perubahan dan//atau Tambahan Keterbukaan Informasi terkait Aksi Korporasi_31647348_lamp2.pdf
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AMENDMENT AND/OR ADDITION TO THE DISCLOSURE OF INFORMATION
TO THE SHAREHOLDERS OF
PT MERDEKA BATTERY MATERIALS TBK (the “COMPANY”)
IN RELATION TO THE PROPOSED CAPITAL INCREASE
WITH PRE-EMPTIVE RIGHTS
This Amendment and/or Addition to the Disclosure of Information is made and addressed to the
shareholders of the Company in compliance with Financial Services Authority ("Otoritas Jasa
Keuangan/OJK") Regulation No.32/POJK.04/2015 on the Capital Increase of a Publicly Listed
Company by Granting Pre-emptive Rights as lastly amended by OJK Regulation No.14/POJK.04/2019
on the Amendment of the OJK Regulation No.32/POJK.04/2015 on the Capital Increase of a Publicly
Listed Company by Granting Pre-emptive Rights ("POJK No. 32/2015").
PT Merdeka Battery Materials Tbk
Main Business Activities:
Holding company for business groups engaged in nickel and other mineral mining, processing and
other related business activities that are vertically integrated in the value chain of strategic minerals
and raw materials for electric motor vehicle batteries.
Head Office:
Treasury Tower, 69th Floor, District 8
SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 – 39525581
Fax: +62 21 – 39525582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
This Amendment and/or Addition to the Disclosure of Information shall be read carefully and duly
observed by the shareholders of the Company in making any decision regarding the Company’s
proposed capital increase with pre-emptive rights.
If you are having difficulties in understanding the information contained in this Amendment and/or
Addition to the Disclosure of Information or have doubt in making a decision, you should consult with
your broker, investment manager, legal counsel, public accountant and/or other professional
advisors.
The Board of Directors and Board of Commissioners of the Company, both individually and jointly, are
fully responsible for the completeness and accuracy of all information or material facts contained in
this Amendment and/or Addition to the Disclosure of Information and emphasize that the information
stated in this Amendment and/or Addition to the Disclosure of Information are accurate and there is
no misstatement of a material fact or no omission of material facts which may cause the material
information in this Amendment and/or Addition to the Disclosure of Information to be inaccurate and/or
misleading.
This Amendment and/or Addition to the Disclosure of Information are an integral part of the Disclosure
of Information which was published on the website of the Company and the Stock Exchange website
on 15 May 2024
This Amendment and/or Addition to the Disclosure of Information
was published on 30 May 2024
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IMPORTANT DATES AND INDICATIVE TIMETABLE
The Company intends to conduct Capital Increase with Pre-emptive Rights to the Company's
Shareholders ("PMHMETD I") with the indicative timetable as follows:
1. Notification of the Agenda for the Annual General Meeting of Shareholders 6 May 2024
("AGMS") to OJK
2. Announcement of the plan to convene the AGMS to the shareholders of the 15 May 2024
Company through Indonesia Stock Exchange ("IDX") website, the
eASY.KSEI website, and the Company's website www.merdekabattery.com
3. Announcement of the Disclosure of Information regarding the proposed 15 May 2024
PMHMETD I through the IDX website and the Company's website
www.merdekabattery.com
4. The recording date of the shareholders who are entitled to attend the AGMS 29 May 2024
5. AGMS Convocation to the shareholders of the Company through the IDX 30 May 2024
website, eASY.KSEI website, and the Company’s website
www.merdekabattery.com
6. Announcement of this Amendment and/or Addition to the Disclosure of 19 June 2024
Information
7. AGMS 21 June 2024
8. Announcement of the summary of the AGMS minutes through the IDX 25 June 2024
website, eASY.KSEI website, and the Company’s website
www.merdekabattery.com
9. Submission of AGMS minutes to OJK and IDX 19 July 2024
Page 3
I. GENERAL
A. General Information About the Company
The Company, domiciled in South Jakarta, was initially established under the name PT
Hamparan Logistik Nusantara based on Deed of Establishment No. 66 dated 20 August 2019,
made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, which has been approved by the
Minister of Law and Human Rights of the Republic of Indonesia ("MOLHR") based on Decree
No. 0041804.AH.01.01.TAHUN 2019 dated 22 August 2019. The Articles of Association of the
Company have been amended several times and most recently amended pursuant to the Deed
of Statement of Shareholder Decisions on Amendments to the Articles of Association No. 14
dated 7 June 2023, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta, which has
been notified to the Minister of Law and Human Rights as stated in the Letter of Acceptance of
Notification of Amendments to Articles of Association No. AHU-AH.01.03-0075675 dated 12 June
2023 and has been registered in the Company Register at the Ministry of Law and Human Rights
of the Republic of Indonesia ("Kemenkumham") under No. AHU-0107657.AH.01.11.TAHUN
2023 dated 12 June 2023
Based on the provisions of Article 3 of the articles of association of the Company, the Company's
aims and objectives are to engage in holding company activities and other management
consulting activities. To achieve the aims and objectives mentioned above, the Company carry
out the following business activities
1. Holding Company Activities
Carrying out holding company activities, including ownership and/or control of its subsidiary
group; and
2. Other Management Consulting Activities
Other management consulting activities where the main activity (as relevant) is providing
assistance with advice, guidance and business operations and other management
organizational issues, such as strategic and organizational planning; decisions relating to
finances; marketing objectives and policies; human resource planning, practices and policies;
scheduling planning and production control.
To achieve the main business activities mentioned above, the Company carry out the following
business activities:
1. Providing services as counselors and negotiators in designing corporate mergets and
acquisition; and
2. providing services including assistance with advice, guidance, and business operations and
other management organizational issues, such as strategic and organizational planning;
decisions relating to finances; marketing objectives and policies; human resource planning,
practices and policies; scheduling planning and production control. The provision of these
services includes financial assistance, advice, guidance and operations for various
management functions, agronomic and agricultural economic management consultations in
the agricultural and similar fields, design of accounting methods and procedures, cost
accounting programs, budget monitoring procedures, provision of funding, advice and
assistance for businesses and community services in planning, organizing, efficiency and
supervision, management information and others including infrastructure investment study
services.
B. Capital and Composition of Company Shareholder
The Authorized Capital of the Company is divided into 350,000,000,000 (three hundred and fifty
billion) shares with a nominal value per share of IDR 100 (one hundred Rupiah). Based on List
of Shareholders of the Company on 30 April 2024 issued by PT Datindo Entrycom as the
Securities Administration Bureau of the Company, the capital structure and composition of the
shareholders of the Company are as follows:
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NUMBER OF
SHAREHOLDERS NAME AMOUNT (RP) (%)
SHARES
Authorized Capital 350,000,000,000 35,000,000,000,000
Issued and Paid-up Capital
1) PT Merdeka Energi Nusantara 54,045,287,677 5,404,528,767,700 50.04
2) Garibaldi Thohir 6,836,659,400 683,665,940,000 6.33
3) Huayong International (Hong Kong) Limited 8,149,060,000 814,906,000,000 7.55
4) PT Alam Permai 5,861,079,300 586,107,930,000 5.43
5) Winato Kartono 2,361,003,614 236,100,361,400 2.19
6) Masyarakat 30,742,329,909 3,074,232,990,900 28.46
Amount Issued and Paid-up Capital 107,995,419,900 10,799,541,990,000 100.00
Shares in portepel 242,004,580,100 24,200,458,010,000
C. Composition of the Company's Board of Commissioners and Board of Directors
Based on the Deed of Shareholder Decision Statement No. 54 dated 16 January 2023 which has
been notified to the MOLHR as stated in the Letter of Acceptance of Notification of Changes to
Company Data No. AHU-AH.01.09-00275-3 dated 19 January 2023 and registered in the
Company Register at the Kemenkumham under No. AHU-0012541.AH.01.11.Year 2023 dated
19 January 2023 in conjunction with Deed of Statement of Shareholders' Decision on
Amendments to the Articles of Association No. 60 dated 20 February 2023 which has been
notified to the MOLHR as stated in the Letter of Acceptance of Notification of Changes to
Company Data No. AHU-AH.01.09-0093759 dated 20 February 2023 and registered in the
Company Register at the Kemenkumham under No. AHU-0036466.AH.01.11.Year 2023 dated
20 February 2023 in conjunction with Deed of Shareholder Decision Statement No. 156 dated 30
June 2023 has been notified to the MOLHR as stated in the Letter of Acceptance of Notification
of Changes to Company Data No. AHU-AH.01.09-0135091 dated 6 July 2023 and registered in
the Company Register at the Kemenkumham under No. AHU-0126139.AH.01.11.Year 2023
dated 6 July 2023 in conjunction with Deed of Meeting Decision Statement No. 89 dated 20
October 2023 which has been notified to the MOLHR as stated in the Letter of Acceptance of
Notification of Changes to Company Data No. AHU-AH.01.09-0179842 dated 31 October 2023
and registered in the Company Register at the Kemenkumham under No. AHU-
0218000.AH.01.11.Year 2023 dated 31 October 2023, all made before Jose Dima Satria, S.H.,
M.Kn., Notary in Jakarta, the composition of the members of the Board of Directors and Board of
Commissioners of the Company on the date this Amendment and/or Addition to the Disclosure
of Information was published is as follows:
Board of Commissioners:
President Commissioner : Winato Kartono
Commissioner : Michael W. P. Soeryadjaya
Independent Commissioner : Dr. Didi Achjari, S.E., M.Com., Ak.
Board of Directors:
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
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II. INFORMATION REGARDING THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE
RIGHTS
A. Maximum Amount of the Proposed Share Issuance with Pre-emptive Rights (“HMETD”)
The Company plans to conduct PMHMETD I in a maximum amount of 10% (ten percent) of the
number of shares that have been issued and fully paid by the Company on the date this
Disclosure Information is published.
B. Indicative Period of Capital Increase Implementation
In accordance with the provisions of Article 8 paragraph (3) POJK no. 32/2015, the period
between the date of approval of the AGMS in relation to PMHMETD I until the effectiveness of
the registration statement is no more than 12 (twelve) months. The Company plans to carry out
additional capital within the 12 (twelve) month period.
The implementation of PMHMETD I will depend on and be subject to, and will be conducted if
approval has been obtained from the AGMS of the Company and an effective statement from
OJK regarding the registration statement for PMHMETD I submitted by the Company with
reference to the applicable laws and regulations in Indonesia.
C. Analysis of the Impact of Additional Capital on Financial Condition and Shareholders
PMHMETD I is conducted by the Company to strengthen the capital structure of the Company,
so as to provide the Company with additional funds to support the performance of the Company.
If the shareholders of the Company do not exercise the HMETD they own in PMHMETD I, then
the ownership of the shareholders of the Company will be subject to dilution with a maximum
percentage of 9.1% of their total share ownership in the Company.
D. Proposed Use of Proceeds Plan
The Company plans to use all net funds obtained from PMHMETD I (after deducting emission
costs), among others for: general liquidity, capital expenditure, working capital and for business
growth and/or development of the Company, its subsidiaries and associated entities (both which
currently exists or will exist in the future), including but not limited to the purchasing of shares
and/or assets, and/or investing in shares in one or more companies, and other appropriate
transaction methods.
Final information regarding the use of proceeds will be disclosed in the prospectus issued in
relation to PMHMETD I which will be provided to entitled shareholders in a timely manner, in
accordance with applicable laws and regulations.
III. ADDITIONAL INFORMATION
To obtain further information regarding the matters mentioned above, the shareholders of the Company
may contact the Company during the Company's working hours through the address below:
PT Merdeka Battery Materials Tbk
Head Office:
Treasury Tower, 69th Floor, District 8
SCBD Lot. 28 Jl. Jend. Sudirman Kav. 52-53, South Jakarta 12190
Telephone: +62 21 – 39525581
Fax: +62 21 – 39525582
Email: corsec@merdekabattery.com
Website: www.merdekabattery.com
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1
unresolved
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Indonesia Stock Exchange
p.2
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org
PT Hamparan Logistik Nusantara
p.3
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person
Darmawan Tjoa
· Notaris
p.3
unresolved
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Minister of Law and Human Rights
p.3 ×2
unresolved
person
Jose Dima Satria
· Notaris
p.3 ×3
unresolved
org
Ministry of Law and Human Rights
p.3
unresolved
org
PT Datindo Entrycom
p.3
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