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20240520_PANI_Laporan Informasi dan Fakta Material_31641254_lamp2.pdf
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INFORMATION DISCLOSURE TO THE SHAREHOLDERS OF
(“INFORMATION DISCLOSURE”)
PT PANTAI INDAH KAPUK DUA Tbk (“COMPANY”)
IN CONNECTION WITH THE PLAN TO INCREASE CAPITAL WITHOUT PRE-EMPTIVE
RIGHTS (“PMTHMETD”)
This Information Disclosure is announced to comply with Financial Services Authority (Otoritas Jasa
Keuangan – “OJK”) Regulation No. 32/POJK.04/2015 on Capital Increase of Public Companies with Pre-
emptive Rights (“OJK Regulation 32/2015”) as amended by the OJK Regulation No. 14/POJK.04/2019
on Amendment of OJK Regulation No. 32/POJK.04/2015 on Capital Increase of Public Companies with
Pre-emptive Rights (“OJK Regulation 14/2019”) (OJK Regulation 32/2015 and OJK Regulation 14/2019
are collectively referred as “OJK Regulation of PMTHMETD”).
PT PANTAI INDAH KAPUK DUA Tbk
Main Business Activities:
Engaged in the Activities of Holding Company and Canned Packaging Industry, and through it
subsidiaries in the form of (i) Real Estate, and (ii) Fishery Products Processing Industry and
Freezing/Cold Storage Services
Domiciled at North Jakarta
Head Office:
Office Tower Agung Sedayu Group 8th dan 10th Floor,
Jl. Marina Raya, Kamal Muara, Penjaringan, Jakarta Utara 11470
Phone: (021) 39734100Website: https://www.pantaiindahkapukdua.com/
Email: corporate.secretary@pantaiindahkapukdua.com / corporate.secretary@agungsedayu.com
Board of Directors and Board of Commissioners of the Company declare their full responsibility for
the accuracy of the information contained in this Information Disclosure, that has made after
conducting reasonable review, and also confirm that any material information related to
PMTHMETD to the shareholders of the Company contained in this Information Disclosure is correct
and there are no other material facts that are not disclosed and/or omitted which may cause the
information in this Information Disclosure being incorrect and/or misleading.
This Information Disclosure is published on 20 May 2024
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I. GENERAL INFORMATION ABOUT THE COMPANY
A. Brief History
The Company was established under the name PT Pratama Abadi Nusa Industri as set forth in the
Company’s Deed of Establishment No.13 dated 8 December 2000, made before Ivonne Barnetha
Sinyal, S.H., Notary in Jakarta. The Deed has been approved by the Minister of Law and Human
Rights (formerly the Minister of Justice and Human Rights, hereinafter referred to as “MOLHR”)
based on Decree No. C-20932.HT.01.01.TH.2002 dated 28 October 2002, and has been registered
in the Company Register No. TDP300312804590 at the Tangerang Regency Company Registration
Office No. 00202/BH.30.03/V/2003 dated 6 May 2003 and has been announced in the State Gazette
of the Republic Indonesia No. 56 dated 15 July 2003, Supplement to State Gazette No. 5572.
The Company has changed its name as stated in the Deed of Resolution of the Company’s
Extraordinary GMS No. 37 dated 19 June 2023, made vefire Fathiah Helmi, S.H., Notary in Jakarta,
which has been approved by the MOLHR based on the Approval Letter of Amendment to the Articles
of Association No. AHU-0037402.01.02.TAHUN 2023 dated 4 July 2023, as registered in the
Company Register No. AHU-123529.AH.01.11.TAHUN 2023 dated 4 July 2023, where the Company
changed its name from PT Pratama Abadi Nusa Industri Tbk to PT Pantai Indah Kapuk Dua Tbk.
The Company is domiciled in North Jakarta, with office address at Office Tower Agung Sedayu Group
Floor 8th and 10th, Jl. Marina Raya, Kamal Muara, Penjaringan, North Jakarta 11470.
The provisions of the Company's articles of association as contained in the Deed of Resolutions of
the GMS No. 66, dated 30 August 2021, made before Fathiah Helmi, S.H., Notary in Jakarta, in
connection with the adjustment and restatement of all provisions of the Company's Articles of
Association with the provisions of OJK Regulation No. 15/POJK.04/2020 concerning the Planning
and Organization of General Meetings of Shareholders by Publicly-Traded Companies and the
provisions of OJK Regulation No. 16/POJK.04/2020 concerning the Implementation of Electronic
General Meetings of Shareholders by Publicly-Traded Companies, which has been notified to the
MOLHR based on the Notification Acceptance Letter of Articles of Association Amendment No. AHU-
AH.01.03-0449719, dated 17 September 2021, as registered in the Company Register No. AHU-
0159813.AH.01.11.TAHUN 2021, dated 17 September 2021 and has amended several times, and
the latest amendment as stated in the Deed of Resolution of the Company's Extraordinary GMS No.
20, dated 15 September 2023, made before Fathiah Helmi, S.H., Notary in Jakarta, which has been
approved by the MOLHR based on Decree No. AHU-0056282.AH.01.02.TAHUN 2023, dated 18
September 2023, as registered in the Company Register No. AHU-0184668.AH.01.11.TAHUN 2023,
dated 18 September 2023 ("AOA").
B. Business Activities
Based on Article 3 of the Company’s AOA, the purpose and objective of the Company is currently to
engage in in the field of industry, holding company activities, and management consulting, by carrying
out the following business activities:
1. Main Business Activities, as follows:
a. Industrial (Business Identification Code Version 2020 (“KBLI 2020”) Number 25940);
This group includes the business of making metal containers/cans, such as food/drink
cans, paint/chemical cans, barrels, drums, buckets, boxes, jerry cans, and the like,
including the metallic closure industry.
b. Holding Company Activities (KBLI 2020 Number 64200);
This group includes the activities of holding companies, which are companies that
control the assets of a group of subsidiary companies and whose main activity is the
ownership of the group. "Holding Companies" are not involved in the business activities
of their subsidiaries. Activities include services provided by counsellors and negotiators
in arranging mergers and acquisitions of companies.
2. Other business activities that support the Main Business Activities, including other
Management Consulting Activities (KBLI 2020 Number 70209). This group includes the
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provision of advice, guidance and business operations and other organizational and
management issues, such as strategic and organizational planning; decisions related to
finance; marketing objectives and policies; human resource planning, practices and policies;
production scheduling and control planning. The provision of business services may include
advice, guidance and operational assistance for various management functions, management
consultancy for agronomists and agricultural economists in agriculture and similar fields,
design of accounting methods and procedures, cost accounting programs, budget monitoring
procedures, provision of advice and assistance to businesses and community services in
planning, organizing, efficiency and supervision, management information and others.
Including infrastructure investment study services.
C. Capital Structure and Shareholder Composition
Based on the Company’s Shareholder’s Register prepared by PT Adimitra Jasa Korpora as the
Company’s securities administration bureau (biro administrasi efek), below is the shareholding
structure of the Company as of 30 April 2024:
Nominal Value IDR100 per share
Shareholder’s Name
Number of Shares Nominal Value (IDR) %
Authorized Capital 50,000,000,000 5,000,000,000,000
Issued and Paid-Up Capital
- PT Multi Artha Pratama 13,939,040,035 1,393,904,003,500 89.20
- Public 1,688,109,965 168,810,996,500 10.80
Total Issued and Paid-Up Capital 15,627,150,000 1,562,715,000,000 100.00
Number of Shares in Portofolio 34,372,850,000 3,437,285,000,000
D. Management and Supervision
The composition of the Company’s Board of Directors and Board of Commissioners is as follows:
Board of Commissioners
President Commissioner : Susanto Kusumo
Vice President Commissioner : Phiong Phillipus Darma
Commissioner : Steven Kusumo
Commissioner : Richard Halim Kusuma
Independent Commissioner : Hardjo Subroto Lilik
Independent Commissioner : Prof. Djisman Simandjuntak
Independent Commissioner : Adi Pranoto Leman
Board of Directors
President Director : Sugianto Kusuma
Vice President Director : Alexander Halim Kusuma
Vice President Director : Surya Pranoto Budihardjo
Director : Markus Kusumaputra
Director : Ipeng Widjoyo
Director : Arthur Salim
Director : Gianto Gunara
Director : Yohanes Edmond Budiman
II. DESCRIPTION OF PMTHMETD
A. Purposes and Objectives of PMTHMETD
In order to provide added value to all of the Company's stakeholders, including the public, and in
order to carry out the business activities of the Company and/or its subsidiaries, the Company
considers it necessary to strengthen the Company's capital structure and improve its financial
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position.
In connection with aforementioned, the Company plans to issue a total of 1,562,715,000 shares with
a nominal value of IDR100 per share or a maximum of 10% of the total paid-up and issued capital of
the Company as of the date of this Information Disclosure ("New Shares") through this PMTHMETD
which will be carried out based on the approval of shareholders at the Extraordinary General Meeting
of Shareholders of the Company ("EGMS"). Through PMTHMETD, the Company is expected to
obtain alternative sources of funding for the interests of the Company’s business activities and/or its
subsidiaries.
B. Estimated Period of PMTHMETD Implementation
In accordance with OJK Regulation of PMTHMETD, the PMTHMETD will be conducted within 2 years
from the EGMS for the related PMTHMETD. The implementation of the PMTHMETD will depend on
and be subject to and carried out if the approval of the EGMS of the Company has been obtained
with reference to the prevailing laws and regulations.
C. Determination of the New Shares’ Exercise Price
The exercise price of the New Shares will refer to the provisions of IDX Regulation No. I-A concerning
Amendments to Regulation No. I-A on the Listing of Shares and Equity Securities Other than Shares
Issued by Listed Companies, Attachment to the Decree of the Board of Directors of IDX No. Kep-
00101/BEI/12-2021, dated 21 December 2021. The exercise price is at least 90% (ninety percent) of
the average closing price of the Company's shares during a period of 25 (twenty-five) consecutive
trading days in the regular market before the date of application for listing of New Shares from the
PMTHMETD.
D. Use of Proceeds and Others Information
With due observance of the prevailing laws and regulations, all proceed received by the Company
from the implementation of PMTHMETD, after deducting the costs related to PMTHMETD, will be
used by the Company to strengthen the Company’s capital structure to support its business activities
and business development of the Company and/or its subsidiaries, also to improve the Company’s
financial position and/or its subsidiaries which will benefit all of shareholders, including the public.
The Company may adjust the use of funds in accordance with the actual needs of the Company
and/or its subsidiaries. The Company will consider and comply with OJK Regulation No.
42/POJK.04/2020 on Affiliation and Conflict of Interest Transactions (“OJK Regulation 42/2020”), in
the event that there are any affiliated transactions carried out by the Company and/or conflict of
interest transactions carried out by the Company and/or its subsidiaries in relation to the related use
of proceeds.
In connection with the PMTHMETD, New Shares will be issued to one or several investors who intend
to own New Shares, which on the date of issuance of this Information Disclosure have not been
determined by the parties so cannot be disclosed in this Information Disclosure. In accordance with
OJK Regulation of PMTHMETD, in the event the subscription of New Shares is an affiliated
transaction and/or conflict-of-interest transaction, the Company is exempted from following the
provisions of affiliated transaction and/or conflict-of-interest transaction as referred to in OJK
Regulation 42/2020. Information regarding prospective investors, including whether or not there is
an affiliate relationship between prospective investors and the Company, will be disclosed to
shareholders in accordance with the provisions of Article 43A OJK Regulation of PMTHMETD, where
the Company will announce the implementation of PMTHMETD no later than 5 working days before
the exercise of PMTHMETD.
E. Proforma Capital and Shareholding Composition of the Company in connection with the
Implementation of PMTHMETD
Referring to the Company’s Register dated 30 April 2024 prepared by PT Adimitra Jasa Korpora as
the Company’s securities administration bureau (biro administrasi efek), below is the proforma capital
and shareholding composition of the Company before and after issuance of New Shares:
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Before the Issuance of the New Shares After the Issuance of the New Shares
Nominal Value IDR100 per share Nominal Value IDR100 per share
Description
Number of Number of Shares % Number of Nominal Value %
Shares Shares (IDR)
Authorized 50,000,000,000 5,000,000,000,000 - 50,000,000,000 5,000,000,000,000 -
Capital
Issued and Paid-Up Capital
PT Multi Artha 13,939,040,035 1,393,904,003,500 89.02 13,939,040,035 1,393,904,003,500 81.09
Pratama
Masyarakat 1,688,109,965 168,810,996,500 10.08 1,688,109,965 168,810,996,500 9.82
PMTHMETD - - - 1,562,715,000 156,271,500,000
New Shares 9.09*
Total Issued 15,627,150,000 1,562,715,000,000 100.00 17,189,865,000 1,718,986,500,000 100.00
and Paid-Up
Capital
Number of 34,372,850,000 3,437,285,000,000 32,810,135,000 3,281,013,500,000
Shares in - -
Portfolio
*with the assumption that all PMTHMETD New Shares have been subscribed
F. Risk and Impacts of PMTHEMTD
With the number of New Shares issued in the PMTHMETD as disclosed in this Information
Disclosure, the Company's Shareholders who do not participate will have share dilution of ownership
proportionally with maximum 10% (ten percent).
On the other hand, the Company's capital structure will become stronger and support the business
activities and business development of the Company and/or its subsidiaries which will ultimately
increase added value for the Company's shareholders.
G. Analysis dan Review of the Company’s Financial Condition Prior and After the PMTHMETD
Below is the comparison of the Company’s consolidated balance sheet as of 31 March 2024 and the
proforma of the Company’s consolidated balance sheet on such date if the PMTHMETD has been
implemented, using the following assumptions:
the closing price of the Company’s share as of 30 April 2024 is IDR4,930 per share; and
the maximum number of New Shares that will be issued by the Company is 1,562,715,000
shares.
Finansial Position
Before PMTHMETD After PMTHMETD
(in million IDR)
Asset
Current Asset 18,692,315 26,396,500
Non-Current Asset 16,237,871 16,237,871
Total Aset 34,930,186 42,634,371
Liabilities
Current Liabilities 9,437,681 9,437,681
Non-Current Liabilities 6,141,611 6,141,611
Total Liabilities 15,579,292 15,579,292
Equity
Total Ekuitas 19,350,894 27,055,079
Total Liabilities and Equity 34,930,186 42,634,371
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Debt to Equity Ratio 0.04 0.03
After the PMTHMETD, total assets dan equity of the Company will each increase 22.06% and 39.81%
which sourced from the funds obtained from the implementation of PMTHMETD.
III. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and the Board of Commissioners are responsible for the validity of the information
in this Information Disclosure and declare that all material information and opinions expressed in this
Information Disclosure are true and can be accounted for and there is no other information that has not
been disclosed which may cause the material information in this Information Disclosure to be untrue and/or
misleading.
The Board of Commissioners and Board of Directors of the Company have reviewed the PMTHMETD plan
including assessing the risks and benefits of PMTHMETD for the Company and all shareholders, and
believe that PMTHMETD is the best option for the Company and all shareholders.
IV. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In accordance with the provisions of the prevailing laws and regulations, this PMTHMETD will seek approval
from independent shareholders at the EGMS of the Company which is planned to be held on Wednesday,
June 26, 2024.
V. ADDITIONAL INFORMATION
Any shareholders who require further information may contact the Company during business hours at the
following address:
Head Office:
Office Tower Agung Sedayu Group Lantai 8 dan 10,
Jl. Marina Raya, Kamal Muara, Penjaringan, Jakarta Utara 11470
Phone. (021) 39734100
Website: https://www.pantaiindahkapukdua.com/
Email: corporate.secretary@pantaiindahkapukdua.com / corporate.secretary@agungsedayu.com
Jakarta, 20 May 2024
PT Pantai Indah Kapuk Dua Tbk
The Board of Directors
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Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1
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person
Ivonne Barnetha Sinyal
· Notaris
p.2
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Minister of Justice and Human Rights
p.2
unresolved
person
Fathiah Helmi
· Notaris
p.2 ×4
unresolved
org
Pratama Abadi Nusa Industri Tbk
p.2 ×3
unresolved
org
PT Adimitra Jasa Korpora
p.3 ×2
unresolved
person
Prof. Djisman Simandjuntak Independent
p.3 ×2
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