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20240528_DIGI_Transaksi Material Tanpa Persetujuan RUPS_31643555_lamp3.pdf
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CHANGES AND/OR ADDITIONAL INFORMATION TO THE
DISCLOSURE OF INFORMATION
PT ARKADIA DIGITAL MEDIA, TBK
(Company)
Business Fields:
Web Portal and Multimedia Content Through Subsidiaries
Domiciled in Jakarta, Indonesia
Sahid Sudirman Center Building, 19th Floor, Unit B-C
Jln. Jend. Sudirman No. 86, Jakarta 10220, Indonesia
Phone: +62 21 7241888
Fax: +62 21 7241887
investor@arkadiacorp.com
www.arkadiacorp.com
DISCLOSURE OF INFORMATION IN RELATION TO MATERIAL TRANSACTION
This Changes and/or Additional Information to the Disclosure of Information to shareholders is
submitted by the Company in order to comply with Financial Services Authority Regulation
Number 17/POJK.04/2020 regarding Material Transactions and Changes in Business Activities.
This Changes and/or Additional Information to the Disclosure of Information constitute changes
and/or additions and completely replace the Disclosure of Information which was published on 21
May 2024.
This Changes and/or Additional Information to the Disclosure of Information is made in relation
to the signing of the Addendum to the CPD Agreement (“Transaction”).
Transaction is a material transaction, where the Transaction exceeds 25% (twenty five percent) of
the Company's total assets. The Transaction Value is approximately 61.42% (sixty one point forty
two percent) of the Company's total assets based on the Company's consolidated financial report
for the year ending 31 December 2023 and an audit of the financial report has been carried out by
the Bambang, Sulistiyanto, Dadang, and Ali Public Accounting Firm.
This Disclosure of Information is published in Central Jakarta on 28 May 2024
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I. DEFINITIONS AND ABBREVIATIONS
Addendum to the CPD Agreement is an agreement entitled Second Addendum to the Second
Amendment and Restatement of the Convertible Performance Debenture Agreement between
the Company and EMOF I dated 20 May 2024 and Third Addendum to the Second Amendment
and Restatement of the Convertible Performance Debenture Agreement between the Company
and EMOF I dated 20 May 2024, where this agreement is the third addendum to the CPD
Agreement, which extends the repayment maturity date of the CPD Agreement until 31 July
2027 and changing the repayment procedures where previously in the CPD Agreement debt
repayment was by converting the debt into Company shares, change to the Company paying
the debt in 36 (thirty-six) monthly installments starting on 31 August 2024 and ends on the
maturity date, namely 31 July 2027 with interest of 3% (three percent) per year.
EMOF I is Emerging Media Opportunity Fund I, LP, a company established under and subject
to the laws of the United States and domiciled in Wilmington, Delaware.
Disclosure of Information is the Disclosure of Information which is published by the
Company on 21 May 2024, conveyed to the Company’s shareholders in order to fulfill the
Financial Services Authority Regulation (“POJK”) 17/2020.
Transaction Value is the value paid by the Company to EMOF I in relation to the Transaction,
namely IDR 11,562,000,000 (eleven billion five hundred and sixty two million Rupiah).
OJK is the Financial Services Authority, is a state institution based on Law Number 21 of 2011,
which is an institution that is independent and free from interference from other parties, which
has the functions, duties and authority of regulation, supervision, inspection and investigation
as intended in the Law.
CPD Agreement is the Convertible Performance Debenture Agreement with EMOF I dated 23
March 2020 as amended by the Amendment of Convertible Debenture Agreement dated 7 June
2020 (hereinafter referred to as “ACDA I”) and the Second Amendment and Restatement of
Convertible Performance Debenture Agreement dated 6 July 2020 (hereinafter referred to as
“ACDA II”), in relation with a loan facility amounting to USD 750,000 (seven hundred and
fifty thousand United States Dollars), with interest of 10% (ten percent) per year, where the
loan must be converted into ordinary shares of the Company using exchange rate of IDR 14,050
per 1 USD or with a conversion price of IDR 1,400 per Company share with interest of 10%
(ten percent) per year and will mature on June 30 2023 or another date as notified by the debt
holder to the Company, or another date on which the principal debt becomes due and must be
paid in accordance with the provisions stipulated in this debt letter, whether due to a statement
of acceleration or other matters, and then as was amended by the Addendum to the Amendment
and Restatement of Convertible Performance Debenture Agreement dated June 30 2023.
The Company is PT Arkadia Digital Media Tbk, a public company whose shares are listed on
the Indonesia Stock Exchange, established under the laws of the Republic of Indonesia, having
a registered address at the Sahid Sudirman Center Building, 19th Floor, Unit B-C, Jalan Jend.
Sudirman No. 86, Jakarta 10220, Indonesia.
POJK No. 17/2020 is OJK Regulation Number 17/POJK.04/2020 regarding Material
Transactions and Changes in Business Activities.
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POJK No. 42/2020 is OJK Regulation Number 42/POJK.04/2020 regarding Affiliate
Transactions and Conflict of Interest Transactions.
Rp or Rupiah is the Indonesian Rupiah, which is the legal currency of the Republic of
Indonesia.
GMS is the General Meeting of Shareholders of the Company.
Transaction is the signing of the Addendum to the CPD Agreement.
Material Transactions are any transactions carried out by public companies or controlled
companies that meet the value limits as regulated in POJK No. 17/2020.
Loan Transaction is as intended in section III. 3 Explanation, Considerations and Reasons and
Effects of Transactions.
USD or United States Dollar is the legal currency of the United States.
II. INTRODUCTION
As regulated in the provisions of POJK 17/2020, this Changes and/or Additional Information
to the Disclosure of Information is conveyed to the public in connection with the Transaction.
As a public company, the Company is obliged to announce and convey Information Disclosure
to the public both through the Company's website and the Indonesian Stock Exchange.
This Changes and/or Additional Information to the Disclosure of Information constitute
changes and/or additions and completely replace the Disclosure of Information which was
published on 21 May 2024.
This Changes and/or Additional Information to the Disclosure of Information is intended to
provide information and an overview to the public regarding the Transaction by providing
comprehensive explanations, considerations and reasons for carrying out the Transaction.
This transaction is a material transaction because the Company has negative equity and the
transaction value exceeds 25% (twenty five percent) of the Company's total assets. The
transaction value is approximately 61.42% (sixty one point forty two percent) of the Company's
total assets of IDR 18.823,642,544 (eighteen billion eight hundred twenty three million six
hundred forty two thousand five hundred forty four Rupiah) based on the Company's
consolidated financial report for the year ending 31 December 2023 and an audit of the financial
report has been carried out by the Doli, Bambang, Sulistiyanto, Dadang, and Ali Public
Accounting Firm. However according to the Company's consolidated financial report for the
year ending 31 December 2023, the Company has both negative net working capital and equity,
so then this Transaction is exempt from the provisions for using an appraiser to determine the
fair value of the Transaction object and/or the fairness of the Transaction and is also exempt
from obtaining GMS approval based on Article 11 letter (g) POJK No.17/2020.
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III. INFORMATION REGARDING THE TRANSACTION
1. Transaction Object
The Transaction Object is Adendum to the CPD Agreement where the Company and EMOF
I agreed to make changes to the CPD Agreement by extending the payment maturity date
in the CPD Agreement until 31 July 2027 and changing the repayment procedure, where
previously in the CPD Agreement debt repayment was by converting the debt into
Company shares, change to the Company paying the debt in 36 (thirty-six) monthly
installments starting on 31 August 2024 and ending on the maturity date which is 31 July
2027 with interest of 3% (three percent) per year.
2. Transaction Value
The Transaction Value is USD 750,000 (seven hundred and fifty thousand United States
Dollars) or the equivalent of IDR 11,562,000,000 (eleven billion five hundred and sixty
two million Rupiah) calculated based on the exchange rate of IDR 15,416 (fifteen thousand
four hundred and sixteen Rupiah) per United States Dollar.
3. Explanation, Considerations and Reasons and Effects of the Transaction
Previously, on 23 March 2020, the Company and EMOF I had signed a CPD Agreement,
as amended by ACDA I on 7 June 2020, ACDA II on 6 July 2020, where the Company had
obtained a convertible loan facility from EMOF amounting to USD 750,000 (seven hundred
and fifty thousand United States Dollars). The loan must be converted into ordinary shares
of the Company, unless such conversion is not permitted based on the prevailing laws in
Indonesia using an exchange rate of IDR 14,070 (fourteen thousand and seventy Rupiah)
per USD 1 (one United States Dollar) or at the conversion price amounting to IDR 1,400
(one thousand four hundred Rupiah) per share with interest of 10% (ten percent) per year
and will mature on 30 June 2023 or another time period agreed by the parties or for other
reasons, except in the case of a statement of acceleration (hereinafter referred to as “Loan
Transaction”).
Furthermore, for business efficiency, the Company seeks to make changes to the Loan
Transaction by signing Addendum to the CPD Agreement which has been agreed that the
maturity of the loan facility amounting to USD 750,000 (seven hundred and fifty thousand
United States Dollars) will be extended until 31 July 2027 and changing the repayment
procedure, where previously in the CPD Agreement debt repayment was by converting the
debt into Company shares, change to the Company paying the debt in 36 (thirty-six)
monthly installments starting on 31 August 2024 and ending on the maturity date. The
maturity date is 31 July 2027 with interest of 3% (three percent) per year. This will give the
Company a longer period of time to be able to make repayment of Loan Transactions to
EMOF I.
After the signing of the Addendum to the CPD Agreement, with the principal and interest
payment scheme arrangements that have been approved by the Company and EMOF I, the
Company hopes to increase the Company's liquidity ratio in the future.
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By carrying out the Transaction, the Company hopes to be able to restructure the Loan
Transaction, among other things, in order to avoid default on the Loan Transaction, which
could have an impact on the continuity of the Company's business as well as other legal
processes that might have an impact on control of the Company's assets which could
ultimately affect interests of all shareholders of the Company.
Furthermore, the Company hopes to improve the Company's consolidated financial
performance in the future by reducing financial burdens with lower Loan Transaction
interest rates, which is expected to increase value for all of the Company's shareholders.
4. Parties Involved in the Transaction
a. Information regarding the Company
Brief Company History
The Company was founded based on Deed of Establishment No. 5 dated March 6 2012,
made before Arianly Triutomo, SH, Notary in Tangerang Regency, as approved by the
Minister of Law and Human Rights based on Decree No. AHU-
13641.AH.01.01.TAHUN 2012 dated March 14 2012 and has been registered in the
Company Register No. AHU-0022688.AH.01.09.TAHUN 2012 dated March 14 2012.
Initially the Company was named "PT Bukit Irama", then changed to "PT Arkadia
Digital Media" based on the Deed of Shareholders' Decision Statement No. 02 dated
08 February 2018, made before Oscar Fredyan Iqbal Utama, SH, M.Kn., Notary in
Cirebon, as approved by the Minister of Law and Human Rights based on Decree No.
AHU-0003212.AH.01.02.TAHUN 2018 dated 10 February 2018 and has been
registered in the Company Register No. AHU-0019749.AH.01.11.TAHUN 2018 dated
February 10 2018 and has been notified to the Ministry of Law and Human Rights
based on the Letter of Acceptance of Notification of Amendments to the Articles of
Association No. AHU-AH.01.03-0062705 dated 10 February 2018 and has been
registered in the Company Register No. AHU-0019749.AH.01.11.TAHUN 2018 dated
10 February 2018 and Letter of Acceptance of Notification of Changes to Company
Data No. AHU-AH.01.03-0062712 dated 10 February 2018, and has been registered in
the Company Register No. AHU-0019749.AH.01.11.TAHUN 2018 dated 10 February
2018. Furthermore, in the context of the Public Offering, the Company's name was
changed to "PT Arkadia Digital Media Tbk" based on the Deed of Shareholders'
Decision Statement No. 127 dated 25 May 2018, made before Elizabeth Karina
Leonita, SH, M.Kn., Notary in Bogor, as approved by the Minister of Law and Human
Rights based on Decree No. AHU-0011731.AH.01.02.TAHUN 2018 dated 28 May
2018 and has been registered in the Company Register No. AHU-
0074062.AH.01.11.TAHUN 2018 dated 28 May 2018, and has been notified to the
Ministry of Law and Human Rights based on the Letter of Acceptance of Notification
of Amendments to Articles of Association No. AHU-AH.01.03-0210075 dated 28 May
2018 and has been registered in the Company Register No. AHU-
0074062.AH.01.11.TAHUN 2018 dated 28 May 2018 and Letter of Acceptance of
Notification of Changes to Company Data No. AHU-AH.01.03-0210076 dated 28 May
2018, and has been registered in the Company Register No. AHU-
0074062.AH.01.11.TAHUN 2018 dated 28 May 2018 (“Deed No.127/2018”).
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After the Company conducted a Public Offering, the Company adjusted its aims and
objectives as well as the Company's business activities in accordance with the 2017
Standard Classification of Indonesian Business Fields (KBLI) based on the Deed of
Meeting Decision Statement No. 15 dated 24 June 2019, made before Miki
Tanumiharja, SH, Notary in South Jakarta, as approved by the Minister of Law and
Human Rights based on Decree No. AHU-0039476.AH.01.02.Year 2019 dated 19 July
2019, and has been notified to the Minister of Law and Human Rights based on the
Letter of Acceptance of Notification of Changes to Company Data No. AHU-
AH.01.03-0300725 dated 19 July 2019, and has been registered in the Company
Register No. AHU-0115163.AH.01.11.Year 2019 dated 19 July 2019 (“Deed No.
15/2019”).
Capital Structure and Share Ownership of the Company
Based on the Deed of Meeting Decision Statement No. 35 dated 23 October 2020 made
before Miki Tanumiharja, SH, Notary in South Jakarta as been notified to the Minister
of Law and Human Rights based on the Letter of Acceptance of Notification of
Changes to Company Data No. AHU-AH.01.03-0403802 dated 4 November 2020, and
has been registered in the Company Register No. AHU-0183978.AH.01.11.Year 2020
dated 4 November 2020 (“Deed No. 35/2020”), the Company's capital structure is as
follows:
Authorized capital :IDR 70,000,000,000 (divided into 3,500,000,000
shares worth IDR 20 each)
Issued and Paid-up Capital :IDR 32,500,000,000 (divided into 1,625,000,000
shares, each worth IDR 20)
Based on Deed No. 35/2020 and the List of Company Shareholders published by PT
Bima Registra as the Company's Securities Administration Bureau, composition of the
Company's shareholders as of 30 April 2024 are as follows:
No. Shareholders Number of Nominal Percentage
shares (Rp) (%)
1. PT Harvest Capital 499,322,000 9,986,440,000 30.73
International
2. Iwa Sukresno Karunia 397,706,300 7,954,126,000 24.47
3. Suwarjono 86,184,800 1,723,696,000 5.30
4. The public with non-script 641,786,900 12,835,738,000 39.50
Amount 1,625,000,000 32,500,000,000 100.00
Composition of the Company's Management
Based on Deed Statement of Meeting Decisions No.121 dated June 23, 2023, made in
the presence of Elizabeth Karina Leonita,SH, M.Kn., Notary in South Jakarta as
notified to the Minister of Law and Human Rights based on the Letter of Acceptance
of Notification of Changes to Company Data No. AHU-AH.01.09-0139254 dated 11
July 2023, and has been registered in the Company Register No. AHU-
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0131317.AH.01.11.Year 2023 date July 11, 2023, the composition of the Company's
Directors and Board of Commissioners is as follows:
Board of Directors
President Director : Suwarjono
Director : Fastabiqul Khair Algatot
Board of Commissioners
President Commissioner : Stephen K. Sulistyo
Commissioner : Iwa Sukresno Karunia
Independent Commissioner : Ariyo Ali Suprapto
Company Business Activities
The Company operates in the fields of general trading, development, industry, printing,
multimedia via satellite and other telecommunications equipment, services and
investment.
b. Information about EMOF I
Brief History
EMOF I is a limited partnership organized and regulated under the laws of the State of
Delaware, United States, whose registered office is at 2711 Centerville Road, Suite
400, Wilmington, Delaware, 19808, United States.
Business Activities
Providing affordable capital and funding with a mezzanine scheme, and technical
assistance and special consultancy services for independent media.
Board of Management
Management Board : Harlan M. Mandel
Supervisory Board :
- Sheila Coronel
- Alexej Fulmek
- Yakare-Oule (Nani) Jansen-Reventlow
- Adrian Stoop
- James Egan
- Richard Atterbury
- Maria Teresa Ronderos
- Yuen-Ying Chan
- Harlan M. Mandel
Contact
Address : 37 West 20th Street, Suites 804, New York, New York 10011, USA
Telephone : (1 212) 807 1304
Facsimile : (1 212) 807 0540
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IV. EFFECT OF TRANSACTION IMPLEMENTATION ON THE COMPANY'S FINANCES
From a business strategy perspective, the Company assesses the implementation of the
Transaction plan as mitigating the inability to fulfill obligations for loan transactions and to
extend the maturity period of loan transactions. With a longer term, it is hoped that it can
increase the Company's liquidity ratio in the future.
Implementing the Transaction plan also means avoiding or reducing the risk of payment failure
which could impact business continuity and other legal processes for the Company.
Furthermore, through this Transaction, the Company hopes to improve consolidated financial
performance in the future by reducing financial burdens with low interest rates, thereby
providing value for all shareholders.
The effect of carrying out transactions on the Company's finances is presented in the pro forma
financial report as follows:
31 December 2023 31 December 2023
(With Transaction Plan) (Without Transaction Plan)
BALANCE
Total Current Assets 10,307,136,731 10,307,136,731
Total Non-Current Assets 8,516,505,813 8,516,505,813
TOTAL ASSETS 18,823,642,544 18,823,642,544
Total Current Liabilities 11,131,673,406 10,985,858,406
Total Non-Current Liabilities 15,694,319,870 4,132,319,870
Total Liabilities 26,825,993,276 15.118.178.276
Total Equity (8,002,350,732) 3,705,464,268
TOTAL OF LIABILITIES AND
EQUITIES 18,823,642,544 18,823,642,544
PROFIT AND LOSS
Revenue 57,893,788,442 57,893,788,442
Gross Profit (Loss) 22,218,198,294 22,218,198,294
Operating Profit (Loss) (1,608,273,141) (1,608,273,141)
Other Income (Expenses). (1,813,308,379) (1,667,493,379)
Profit (Loss) Before Income Tax (3,421,581,520) (3,275,766,520)
Profit (Loss) for the Year (4,105,498,606) (3,959,683,606)
V. STATEMENT OF THE COMPANY'S BOARD OF COMMISSIONERS AND DIRECTORS
1. The Company's Board of Directors state that this Transaction is not an affiliate transaction
as referred to in POJK No. 42/2020.
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2. The Board of Commissioners and Board of Directors of the Company are fully responsible
for the correctness of all information contained in this announcement and confirm that after
conducting sufficient checks, and to the best of their knowledge and belief, all information
contained in this announcement is correct and there is no other important and relevant
information which has not been disclosed, causing the information provided in this
announcement to be incorrect and/or misleading.
3. Furthermore, the Board of Commissioners and Board of Directors of the Company stated
that the Transaction carried out by the Company:
a. is a Material Transaction as intended by POJK No. 17/2020.
b. does not contain a conflict of interest as intended in POJK No. 42/2020.
VI. ADDITIONAL INFORMATION
If shareholders require further information regarding the Transaction, they can contact the
Company at:
PT ARKADIA DIGITAL MEDIA TBK
Sahid Sudirman Center Building, 19th Floor, Unit B-C
Jalan Jend. Sudirman No. 86, Jakarta 10220, Indonesia
Phone: +62 21 7241888
Fax: +62 21 7241887
investors@arkadiacorp.com
www.arkadiacorp.com
ATTN: Corporate Secretary
28 May 2024
Best regards,
The Company Board of Directors
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Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
person
Arianly Triutomo
· Notaris
p.5
unresolved
org
Minister of Law and Human Rights
p.5 ×5
unresolved
org
PT Bukit Irama
p.5
unresolved
person
Oscar Fredyan Iqbal
· Notaris
p.5
unresolved
org
Ministry of Law and Human Rights
p.5 ×2
unresolved
person
Elizabeth Karina Leonita
· Notaris
p.5 ×2
unresolved
person
Miki Tanumiharja
· Notaris
p.6 ×3
unresolved
org
Minister of Law
p.6
unresolved
org
PT Bima Registra
p.6
unresolved
—
public with non-script
p.6
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