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20240515_BNBR_Laporan Informasi dan Fakta Material_31639513_lamp2.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS IN RELATION TO
QUASI-REORGANIZATION PLAN
("INFORMATION DISCLOSURE")
THIS INFORMATION DISCLOSURE IS IMPORTANT TO
BE NOTICED BY THE SHAREHOLDERS OF
PT BAKRIE & BROTHERS TBK (“THE COMPANY")
If you have difficulty understanding this Disclosure or are hesitant in making a decision, you should consult a broker, investment
manager, legal consultant, accountant or other professional advisor.
PT Bakrie &; Brothers Tbk
Business Activities
Head office activities, other management consulting activities, and business consulting and business brokerage activities.
HEAD OFFICE:
KANTOR PUSAT:
Kompleks Rasuna Epicentrum
Bakrie Tower, Lantai 35 – 37
Jl. HR. Rasuna Said
Jakarta Selatan 12940, Indonesia
Telp.: +62(21)2991 2222
Email: corsec.bnbr@bakrie.co.id
Situs Internet: www.bakrie-brothers.com
In connection with the provisions stipulated in the Regulation of the Capital Market and Financial Institutions Supervisory Agency
("Bapepam-LK") No. IX.L.1, Annex to the Decree of the Chairman of Bapepam-LK No. Kep-718/BL/2012 concerning Quasi
Reorganization ("Regulation IX.L.1"), the Company plans to conduct quasi-reorganization in accordance with the provisions of
Regulation IX.L.1 ("Quasi-Reorganization Plan").
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TABLE OF CONTENTS
TABLE OF CONTENTS ................................................................................................................................................................ 2
LIST OF ABBREVIATIONS AND ACRONYMS ................................................................................................................................. 3
1. INTRODUCTION ............................................................................................................................................................. 4
2. BRIEF DESCRIPTION OF THE COMPANY .......................................................................................................................... 5
A. A Brief History .................................................................................................................................................... 5
B. The Company's Business Activities ....................................................................................................................... 5
C. Capital Structure and Composition of Shareholders ............................................................................................... 5
D. Management and Supervision of the Company ..................................................................................................... 6
3. DESCRIPTION OF THE QUASI-REORGANIZATION PLAN ................................................................................................... 7
A. Background and Reasons .................................................................................................................................... 7
B. Purpose of Quasi-Reorganization Plan .................................................................................................................. 7
C. Quasi-Reorganization Requirements..................................................................................................................... 7
D. Information Regarding Quasi-Reorganization Plans ............................................................................................... 8
E. Overview of Important Financial Data ................................................................................................................ 11
F. Analysis and Discussion by Management ............................................................................................................ 13
G. Information on the Company's Business Activity Plan to Improve Future Financial Performance ............................ 14
H. The Positive Impact of Quasi-Reorganization ...................................................................................................... 16
I. Accountant's Report Related to Engagement on Consolidated Financial Information Proforma Summary After
Implementation of Quasi-Reorganization Plan ...................................................................................................... 17
J. Accountant's Opinion on the Suitability of Implementing the Procedure for the Implementation of the Quasi-
Reorganization Plan........................................................................................................................................... 17
4. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ............................................................................................ 18
5. RECOMMENDATION OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY ...................... 18
6. ADDITIONAL INFORMATION ........................................................................................................................................ 19
Information Disclosure 2
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LIST OF ABBREVIATIONS AND ACRONYMS
Abbreviation Description
Bapepam-LK : Capital Market Supervisory Agency and Financial Institution
BEI or Exchange : PT Bursa Efek Indonesia
BIIN : PT Bakrie Indo Infrastructure
Securities Administration Bureau : Securities Administration Bureau of the Company, namely PT Electronic Data Interchange
Indonesia
BMI : PT Bakrie Metal Industries
BNRI : Official Gazette of the Republic of Indonesia
CAGR : Compound Annual Growth Rate, or the average annual growth rate over a certain period
DPS : Shareholders List issued by PT Electronic Data Interchange Indonesia as the Securities
Administration Bureau, containing information about securities ownership by shareholders
both in collective custody at PT Kustodian Sentral Efek Indonesia based on data provided
by account holders to PT Kustodian Sentral Efek Indonesia and in physical form
administered by PT Electronic Data Interchange Indonesia as the Securities Administration
Bureau
IHSG : Composite Stock Price Index
Glencore : Glencore International AG
KAP : Public Accounting Firm
KBLBB : Battery-Based Electric Motor Vehicles
Information Disclosure : Information disclosed in this information disclosure carried out in the context of fulfilling
Regulation IX.L.1
Menkumham : Minister of Law and Human Rights of the Republic of Indonesia
OWK : Mandatory Convertible Bonds
Regulation IX.L.1 : Regulation of the Capital Market Supervisory Agency and Financial Institution No. IX.L.1,
Attachment to the Decision of the Chairman of Bapepam-LK No. Kep-718/BL/2012
concerning Quasi Reorganization
The Company : PT Bakrie & Brothers Tbk
PMTHMETD : Capital Increase Without Pre-emptive Rights
Quasi Reorganization Plan : Quasi reorganization plan to be carried out by the Company in accordance with the
provisions of Regulation IX.L.1
Rupiah or Rp : Rupiah, the official currency of Indonesia
EGMS : Extraordinary General Meeting of Shareholders
TBNRI : Additional Official Gazette of the Republic of Indonesia
UUPT : Law No. 40 of 2007 concerning Limited Liability Companies, as last amended by
Government Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation jo. Law No.
6 of 2023 concerning the Stipulation of Government Regulation in Lieu of Law No. 2 of
2022 concerning Job Creation into Law
US$ or USD : United States Dollar, the official currency of the United States
VKTR : PT VKTR Teknologi Mobilitas Tbk.
Information Disclosure 3
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1. INTRODUCTION Since its establishment in 1951 as a Company initially engaged in general trading and agency, the Company has grown and developed into one of the largest companies by market value capitalization in Indonesia with various types of businesses in the sector of steel pipes, related infrastructure and construction, as well as investment in plantations in Indonesia. Indonesia's economic situation and condition in 2013 significantly affected the Company's financial performance, at which time there was a weakening of the Rupiah exchange rate, an increase in Bank Indonesia's benchmark interest rate and a decline in JCI. Such economic and financial market conditions caused the Company to record losses through a decrease in investment value, additional derivative contract expenses, an increase in interest expenses, and foreign exchange losses. The impact of the economy resulted in significant negative losses and profit balances in 2013 amounting to Rp12.2 trillion attributable to net losses of Rp12.7 trillion. One of the impacts of the JCI decline was that the Company suffered substantial losses in impairment from marketable securities on shares of issuers of the Bakrie business group during the period 2011-2013 which reached Rp6.6 trillion which contributed to the deficit balance of Rp12.7 trillion as of December 31, 2013. The effects of losses due to these things continue during the period 2013 – 2020. In addition to economic conditions, the Company also experienced a significant increase in debt value due to additional derivative contract expenses which until the end of 2013 amounted to Rp2.7 trillion, which also contributed to the deficit balance of Rp12.7 trillion as of December 31, 2013. Furthermore, in the period 2014-2018 losses due to additional derivative contract expenses increased by Rp2.46 trillion. Therefore, the Company took steps by making short-term investments as a source of settlement of derivative obligations. At the end of 2023, the Company has completed its derivative contract obligations by divesting its short-term investment assets. In the 2014-2023 period, losses due to investment impairment increased by Rp4.5 trillion so that by the end of 2023 cumulatively to Rp11.1 trillion. As an effort to mitigate this risk, the Company took steps in the form of reducing ownership of the stock investment and striving for the growth of the Company's existing business engaged in manufacturing and infrastructure. The Company experienced significant foreign exchange losses in the period 2011-2013 with a cumulative value of Rp1.2 trillion, this was due to the Company having a number of loans from creditors denominated in US Dollars. Such loans are vulnerable to fluctuations in currency exchange rates. At the end of 2013 the Company had a significant accumulation of interest expenses amounting to Rp3.89 trillion. Therefore, the Company took steps in the form of debt restructuring into OWK through PMTHMETD. With this step, the Company was relatively able to control the volatility of exchange differences and with debt restructuration, the Company was able to manage the rate of interest expense increase of Rp2.9 trillion. Until the end of the 2023 period, based on the Company's Audited Annual Financial Statements as of December 31, 2023, the Company was recorded to have a deficit profit balance of IDR 19.5 trillion. In order to provide a true picture of the Company's financial position and performance, the Company has a strong belief to be able to maintain its business continuity status and to continue to develop well in the future. Therefore, the Company intends to carry out a Quasi-Reorganization Plan using the Company's consolidated statement of financial position dated December 31, 2023. The Company submits information as stated in this Information Disclosure as fulfillment of the requirements stipulated in Regulation IX.L.1. In connection with the above, the Company intends to seek approval from the Company's shareholders at EGMS to carry out a Quasi- Reorganization Plan. Information Disclosure 4
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2. BRIEF DESCRIPTION OF THE COMPANY
A. A Brief History
The Company is domiciled in South Jakarta, located at Bakrie Tower 35-37th Floor, Rasuna Epicentrum Complex, Jalan HR.
Rasuna Said, Kelurahan Karet Kuningan, Kecamatan Setiabudi, South Jakarta, is a limited liability company established under
and regulated under the laws of the Republic of Indonesia, based on Deed of Establishment No. 55 dated March 13, 1951,
drawn up before Sie Khwan Djioe, Notary in Jakarta, which has obtained approval from the Minister of Justice (now Minister
of Law and Human Rights) based on Decree No. J.A. 8/81/6 dated August 25, 1951, and has been registered in the Jakarta
District Court Registrar Register under No. 774 dated September 1, 1951, and has been announced in BNRI No. 94 dated
November 23, 1951, TBNRI No. 550 ("Deed of Establishment").
The Deed of Establishment of the Company containing the Company's articles of association has undergone several
amendments as last amended based on the Deed of Meeting Resolution No. 93 dated December 21, 2023, drawn up before
Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, which has been notified to and received by the Minister of Law and
Human Rights based on the Deed of Acceptance of Notification of Amendments to the Articles of Association No. AHU-
AH.01.03-0161562 dated December 22, 2023 ("Deed No. 93/2023").
The Deed of Establishment of the Company along with its amendments above is hereinafter referred to as the "Articles of
Association".
B. The Company's Business Activities
Based on the Company's Articles of Association, the purpose and purpose of the Company is to carry out business in the fields
of services, industry, construction, and trade either directly or indirectly through subsidiaries. To achieve these aims and
objectives, the Company can carry out business activities as follows:
a) main business activities, among others, (i) head office activities, (ii) other management consulting activities, (iii)
business consulting and business brokerage activities; and
b) Supporting business activities, among others, (i) goods industry from cement and lime for construction, (ii) iron and
steel casting industry, (iii) pipe industry and pipe connections from steel and iron, (iv) spare parts and accessories
industry of four-wheeled motor vehicles or more, (v) power generation, (vi) distribution of natural and artificial gas,
(vii) highway construction, (viii) construction of bridges and overpasses, (ix) installation of prefabricated buildings for
the construction of other civil buildings, (x) large trade of solid, liquid, and gaseous fuels and related products, (xi)
large trade of metallic goods for construction materials, (xii) large trade of various kinds of building materials, (xiii)
retail trade of metallic goods for construction materials, (xiv) toll road activities, (xv) information technology activities
and other computer services, (xvi) industrial estates, (xvii) four-wheeled or more motor vehicle industries, (xviii)
natural gas mining, (xix) special design activities, and (xx) web portals and/or digital platforms with commercial
purposes.
However, the Company's current business activities are (i) head office activities, (ii) other management consulting activities,
and (iii) business consulting and business brokerage activities.
C. Capital Structure and Composition of Shareholders
The structure of the Company's shareholders as of December 31, 2023, based on the Company's DPS issued by PT Electronic
Data Interchange Indonesia as the Securities Administration Bureau that manages the administration of the Company's shares
and Deed No. 93/2023, is as follows:
Total Nominal Value
Shareholders Name Number of Shares (%)
(Rp)
Issued and Fully Paid Capital
1. LEVOCA ENTERPRISE LTD 51,231,980,870 3,278,846,775,680 32.01
2. PORT FRASER INTERNATIONAL LTD 46,352,744,597 2,966,575,654,208 28.96
3. FOUNTAIN CITY INVESTMENT LTD 39,532,410,300 2,530,074,259,200 24.70
4. Public ownership below 5% 22,940,321,742 14,900,490,961,012 14.33
Total Issued and Fully Paid Capital 160,057,457,509 23,675,987,650,100 100.00
The Company's capital structure as of December 31, 2023, is as follows:
Nominal Value Total Nominal Value
Capital Structure Number of Shares %
(Rp) (Rp)
Basic Capital
Series A Shares 28,500 77,500,800 2,208,772,800,000 0.03
Series B Shares 3,990 368,128,800 1,468,833,912,000 0.13
Series C Shares 1,140 8,984,667,760 10,242,521,246,400 3.06
Series D Shares 500 51,285,282,796 25,642,641,398,000 17.46
Series E Shares 64 233,000,000,000 14,912,000,000,000 79.33
Total Basic Capital 293,715,580,156 54,474,769,356,400 100.00
Information Disclosure 5
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Nominal Value Total Nominal Value
Capital Structure Number of Shares %
(Rp) (Rp)
Issued and Fully Paid Capital
Series A Shares 28,500 19,375,200 552,193,200,000 0.01
Series B Shares 3,990 368,128,800 1,468,833,912,000 0.23
Series C Shares 1,140 8,984,667,760 10,242,521,246,400 5.61
Series D Shares 500 4,056,378,449 2,028,189,224,500 2.53
Series E Shares 64 146,628,907,300 9,384,250,067,200 91.61
Total Issued and Fully Paid Capital 160,057,457,509 23,675,987,650,100 100,00
Portfolio Shares
Series A Shares 28,500 58,125,600 1,656,579,600,000
Series B Shares 3,990 - -
Series C Shares 1,140 - -
Series D Shares 500 47,228,904,347 23,614,452,173,500
Series E Shares 64 86,371,092,700 5,527,749,932,800
Total Portfolio Shares 133,658,122,647 30,798,781,706,300
D. Management and Supervision of the Company
Based on the Deed of Meeting Resolution No. 31 dated July 13, 2023, drawn up before Humberg Lie, S.H., S.E., M.Kn., Notary
in North Jakarta, which has been notified to and received by the Minister of Law and Human Rights based on the Letter of
Acceptance of Notification of Changes in Company Data No. AHU-AH.01.09-0140225 dated July 14, 2023, and has been
registered in the Company Register No. AHU-0133178. AH.01.11.Year 2023 dated July 14, 2023, the composition of the Board
of Directors and Board of Commissioners of the Company is as follows:
Board of Commissioners
President Commissioner : Armansyah Yamin
Independent Commissioner : Raniwati Malik
Management
President Director : Anindya Novyan Bakrie
Vice President Director : Anindra Ardiansyah Bakrie
Director : Hendrajanto Marta Sakti
Director : Kartini Sally
Director : Raden Ajeng Sri Dharmayanti
Information Disclosure 6
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3. DESCRIPTION OF THE QUASI-REORGANIZATION PLAN
A. Background and Reasons
Since its establishment in 1951 as a Company initially engaged in general trading and agency, the Company has grown and
developed into one of the largest companies by market value capitalization in Indonesia with various types of businesses in
the field of steel pipes, related infrastructure and construction, as well as investment in plantations in Indonesia.
As of December 31, 2023, the Company recorded a deficit balance of Rp19.5 trillion, which represents the accumulated profit
and loss (deficit) of the Company for the period 2011-2023, with details as follows (presented in Millions of Rupiah):
Source of Loss
Retained Derivative Forex
Operating Net Profit Impairment Interest Deferred
Year Earnings Operation Gain Gain
Profit (Loss) Loss Expense Tax
(Deficit) (Loss) (Loss)
2011 1,760,307 370,211 370,211 - - (1,645,711) 6,789 - -
2012 1,941,123 127,774 497,985 - (120,760) (1,115,588) (6,789) (182,151) -
2013 444,200 (12,726,305) (12,228,320) - (6,488,564) (1,134,714) (2,774,157) (1,028,532) (2,125,085)
2014 537,567 151,757 (12,052,477) - (73,831) (598,987) (540,515) (162,761) -
2015 (56,735) (1,728,883) (13,807,107) (56,736) (1,171,038) (543,538) (462,841) (722,172) -
2016 (443,944) (3,661,618) (17,414,787) (443,944) (2,742,584) (268,591) (340,359) 212,006 -
2017 (105,577) (1,207,656) (18,634,952) (105,577) (59,602) (420,810) (594,970) (54,009) -
2018 84,147 (1,250,213) (19,895,922) - (14,959) (349,995) (524,027) (708,617) -
2019 137,699 863,270 (19,042,966) - - (175,103) (5,545) 90,130 -
2020 (279,104) (930,325) (20,099,566) (279,104) (451,928) (163,723) (81) (29,731) -
2021 20,694 86,780 (20,035,888) - - (145,615) (120) 216,912 -
2022 231,925 306,161 (19,769,754) - - (154,437) 5 (154,559) -
2023 348,314 264,462 (19,532,286) - - (153,913) - 30,291 -
(885,361) (11,123,266) (6,870,725) (5,242,610) (2,493,193) (2,125,085)
This quasi-reorganization was carried out to improve the condition of the Company's consolidated financial position statements
in order to show a better financial position and the Company's performance without being burdened by past deficits.
In accordance with the provisions of Regulation IX.L.1. Quasi-reorganization is an accounting procedure for restructuring
equity by eliminating negative earnings balances (deficits).
B. Purpose of Quasi-Reorganization Plan
The objectives and benefits of implementing the Quasi-Reorganization Plan by the Company are as follows:
1. The Company can start fresh with a balance sheet that shows the balance of profits without being burdened by past
deficits;
2. Improve the Company's equity structure by eliminating accumulated losses (deficits) by using other equity
components such as paid-in capital in excess of par values, differences in transactions with non-controlling parties,
and decreases in share capital;
3. With the condition of the balance sheet that shows the present value without being burdened by past deficits, the
Company is expected to more easily obtain funding, if needed, in the context of business development;
4. In the absence of a deficit balance, it will be able to have a positive impact on shareholders because the Company
can distribute dividends in accordance with applicable regulations, including the UUPT;
5. Increase investor interest and attractiveness to own the Company's shares so that it is also expected to increase the
liquidity of trading the Company's shares.
C. Quasi-Reorganization Requirements
In accordance with the provisions of Regulation IX.L.1, the requirements for being able to carry out quasi-reorganization are
as follows:
1. comply with the provisions of laws and regulations and Financial Accounting Standards;
2. There is a material negative profit balance in the audited annual financial statements for the last 3 (three) years. A
negative earnings balance is considered material if the absolute value of the negative earnings balance is more
than:
a. 60% (sixty hundredths) of the paid-up capital; and
b. 10 times the average profit for the current year for the last 3 (three) years;
and
3. has good prospects, evidenced by the existence of operating profit or operating profit, and current year profit in the
audited annual financial statements for the last 3 (three) consecutive years and in the audited financial statements
used as the basis for implementing the Quasi-Reorganization Plan.
Information Disclosure 7
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In connection with the above requirements, the following are fulfillment of the three conditions mentioned above:
Financial Year as of December 31
Description (in full Rupiah, unless otherwise stated)
2023 2022 2021
Revenues 3,759,484,138,697 3.626.695.278.180 2.393.479.293.176
Cost of Revenues (2,876,106,709,794) (2.910.528.190.372) (1.971.881.758.062)
Gross Profit 883,377,428,903 716.167.087.808 421.597.535.114
Operating Expenses (535,062,993,415) (484.247.892.082) (400.899.522.454)
Operating Profit 348,314,435,488 231.919.195.726 20.698.012.660
Net profit attributable to owners of parents 237,468,268,293 266.134.849.973 63.677.504.259
Average net profit for 3 years 189,093,207,508
Paid-up capital 23,675,987,650,100 14.845.717.342.790 14.383.907.884.977
Deficit balance each year (19,532,286,378,487) (19.769.754.646.780) (20.035.888.512.863)
Average deficit for 3 years (19,779,309,518,080)
There is a material negative profit balance in
the audited annual financial statements for the
last 3 (three) years. A negative earnings
balance is considered material if the absolute
value of the negative earnings balance is more
than:
a. 60% (sixty hundredths) of the paid-up
capital; and
Each year 82.50% 83.50% 84.63%
Average 3 years 83.54%
b. 10 times the average profit for the current
year for the last 3 (three) years;
Each year 83.29 x 74.32 x 310.62 x
Average 3 years 103.29 x
In addition, the Company also shows an improving trend in financial performance from year to year. This can be seen from
the increase in revenue by 16.24% CAGR. The increase in the Company's revenue was largely due to the development of the
Company's business through VKTR's subsidiaries engaged in the sale of electric vehicles, BMI and subsidiaries engaged in
corrugated steel manufacturing, steel pipe manufacturing and steel construction and BIIN engaged in infrastructure
construction and services.
This positive performance trend can also be seen from the increase in the Company's operating profit for three consecutive
years, respectively amounting to Rp20,698,012,660, Rp231,919,195,728, and Rp348,314,435,488, with an average operating
profit margin of 5.51%.
In December 2023, the Company completed the restructuring of derivative obligations to Glencore through a settlement
between derivative obligations and short-term investments. With this restructuring, the Company's performance in the
following year became better.
In the period 2021 to 2023, the Company has profit for the year attributable to owners of the parent entity of IDR
63,677,504,259, IDR 266,134,849,973, and IDR 237,467,268,293, respectively.
The 3-year average profit for the year attributable to owners of the parent entity is Rp189,093,207,508
Furthermore, the Company has good prospects, as evidenced by the positive current year profit in the audited annual
consolidated financial statements for 3 (three) consecutive years of Rp86,786,361,307, Rp306,157,408,865, and
Rp264,461,997,282 respectively
D. Information Regarding Quasi-Reorganization Plans
The Company intends to carry out a Quasi-Reorganization Plan by eliminating accumulated losses (deficits) by using the equity
items below whose values are positive in the following order of priority:
1. Paid-in capital in excess of par value;
The elimination of the Company's accumulated loss (deficit) with a positive balance of the paid-in capital in excess
of par value account is as follows:
Amount
Description
(in full Rupiah)
Deficit balance (19,532,286,378,487)
Total paid-in capital in excess of par value 61,727,870,922
Remaining deficit balance (19,470,558,507,565)
Information Disclosure 8
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2. difference in capital from treasury share transactions;
The elimination between the remaining accumulated loss balance (deficit) after the elimination of the positive
balance of the paid-in capital in excess of par value; with the difference in capital from treasury stock transactions
is as follows:
Amount
Description
(in full Rupiah)
Remaining deficit balance (19,470,558,507,565)
Difference in capital from treasury share transactions -
Remaining deficit balance (19,470,558,507,565)
3. exchange rate difference on paid-up capital;
The elimination between the remaining accumulated loss balance (deficit) after the elimination of the positive
balance of the paid-in capital in excess of par value, the difference in capital from treasury stock transactions with
the exchange rate difference on paid-up capital is as follows:
Amount
Description
(in full Rupiah)
Remaining deficit balance (19,470,558,507,565)
Exchange rate difference on paid-up capital -
Remaining deficit balance (19,470,558,507,565)
4. difference between transactions with non-controlling parties;
The elimination between the remaining accumulated loss balance (deficit) after the elimination of the positive
balance of the paid-in capital in excess of par value, the difference in capital from treasury stock transactions, and
the exchange rate difference in paid-up capital with the post balance of the difference between transactions with
non-controlling parties is as follows:
Amount
Description
(in full Rupiah)
Remaining deficit balance (19,470,558,507,565)
Difference between transactions with non-controlling parties 519,040,077,409
Remaining deficit balance (18,951,518,430,156)
5. difference in transaction with entities under common control; and
The elimination between the remaining accumulated loss balance (deficit) after the elimination of the positive
balance of the paid-in capital in excess of par value, the difference in capital from treasury share transactions, the
difference in the exchange rate of paid-up capital, and the difference in transactions with non-controlling parties
with the positive balance of the difference in transaction with entities under common control is as follows:
Amount
Description
(in full Rupiah)
Remaining deficit balance (18,951,518,430,156)
Difference in transaction with entities under common control -
Remaining deficit balance (18,951,518,430,156)
6. share capital.
The items in Number 1 to Number 5 above cannot cover the entire negative retained earnings of the Company, where
the amount of negative retained earnings after elimination using the posts in Number 1 to Number 5 above is still left
worth Rp18,951,518,430,156. Therefore, the Company will subsequently decrease the authorized capital, placed,
and paid-up of the Company through the mechanism of decreasing the nominal value of shares without reducing the
number of outstanding shares to cover the remaining negative retained earnings balance.
Based on Deed No. 93/2023, the Company's capital structure is as follows:
Nominal Value Total Nominal Value
Capital Structure Number of Shares %
(Rp) (Rp)
Basic Capital
Series A Shares 28,500 77,500,800 2,208,772,800,000 0.03
Series B Shares 3,990 368,128,800 1,468,833,912,000 0.13
Series C Shares 1,140 8,984,667,760 10,242,521,246,400 3.06
Series D Shares 500 51,285,282,796 25,642,641,398,000 17.46
Series E Shares 64 233,000,000,000 14,912,000,000,000 79.33
Total Basic Capital 293,715,580,156 54,474,769,356,400 100.00
Issued and Fully Paid Capital
Series A Shares 28,500 19,375,200 552,193,200,000 0.01
Series B Shares 3,990 368,128,800 1,468,833,912,000 0.23
Series C Shares 1,140 8,984,667,760 10,242,521,246,400 5.61
Series D Shares 500 4,056,378,449 2,028,189,224,500 2.53
Series E Shares 64 146,628,907,300 9,384,250,067,200 91.61
Total Issued and Fully Paid Capital 160,057,457,509 23,675,987,650,100 100.00
Information Disclosure 9
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Nominal Value Total Nominal Value
Capital Structure Number of Shares %
(Rp) (Rp)
Portfolio Shares
Series A Shares 28,500 58,125,600 1,656,579,600,000
Series B Shares 3,990 - -
Series C Shares 1,140 - -
Series D Shares 500 47,228,904,347 23,614,452,173,500
Series E Shares 64 86,371,092,700 5,527,749,932,800
Total Portfolio Shares 133,658,122,647 30,798,781,706,300
The list of Shareholders of the Company dated April 30, 2024 issued by PT Electronic Data Interchange Indonesia as
the Securities Administration Bureau that manages the administration of the Company's shares and Deed No. 93/2023
is as follows:
Total Nominal Value
Shareholders Name Number of Shares (%)
(Rp)
Issued and Fully Paid Capital
1. LEVOCA ENTERPRISE LTD 51,231,980,870 3,278,846,775,680 32.01
2. PORT FRASER INTERNATIONAL LTD 46,352,744,597 2,966,575,654,208 28.96
3. FOUNTAIN CITY INVESTMENT LTD 39,532,410,300 2,530,074,259,200 24.70
4. Public ownership below 5% 22,940,321,742 14,900,490,961,012 14.33
Total Issued and Fully Paid Capital 160,057,457,509 23,675,987,650,100 100.00
The decrease in the authorized, issued and paid-up capital of the Company is carried out by decreasing the nominal
value of shares proportionally and rounding decimals down from each series of the Company's shares, namely as
follows:
1. Series A shares from IDR 28,500 per share to IDR 5,687 per share;
2. Series B shares from IDR 3,990 per share to IDR 796 per share;
3. Series C shares from IDR 1,140 per share to IDR 227 per share;
4. Series D shares from IDR 500 per share to IDR 99 per share;
5. Series E shares from IDR 64 per share to IDR 12 per share;
With the decrease in issued and paid-up capital as well as the authorized capital of the Company as referred to above,
the Company's capital structure will be as follows:
Nominal Value Total Nominal Value
Capital Structure Number of Shares %
(Rp) (Rp)
Basic Capital
Series A Shares 5,687 77,500,800 440,747,049,600 0.03
Series B Shares 796 368,128,800 293,030,524,800 0.13
Series C Shares 227 8,984,667,760 2,039,519,581,520 3.06
Series D Shares 99 51,285,282,796 5,077,242,996,804 17.46
Series E Shares 12 233,000,000,000 2,796,000,000,000 79.33
Total Basic Capital 293,715,580,156 10,646,540,152,724 100.00
Issued and Fully Paid Capital
Series A Shares 5,687 19,375,200 110,186,762,400 0.01
Series B Shares 796 368,128,800 293,030,524,800 0.23
Series C Shares 227 8,984,667,760 2,039,519,581,520 5.61
Series D Shares 99 4,056,378,449 401,581,466,451 2.53
Series E Shares 12 146,628,907,300 1,759,546,887,600 91.61
Total Issued and Fully Paid Capital 160,057,457,509 4,603,865,222,771 100.00
Portfolio Shares
Series A Shares 5,687 58,125,600 330,560,287,200
Series B Shares 796 - -
Series C Shares 227 - -
Series D Shares 99 47,228,904,347 4,675,661,530,353
Series E Shares 12 86,371,092,700 1,036,453,112,400
Total Portfolio Shares 133,658,122,647 6,042,674,929,953
In accordance with the provisions of the prevailing laws and regulations, the reduction in the Company's capital as
mentioned above will be carried out by taking into account the following:
1. Approval was obtained for the Company's EGMS which is planned to be held on June 21, 2024; and
2. Approval was obtained from the Minister of Law and Human Rights for changes to the Company's Articles of
Association in connection with the decline in the Company's capital. In accordance with the provisions of
Article 46 paragraph (2) jo. Article 45 of the Law, the approval of the Minister of Law and Human Rights as
referred to in point 2 above will only be given if:
a. There is no written objection from the Company's creditors within 60 (sixty) days from the date of
announcement of the decision to reduce the Company's capital in 1 (one) or more daily newspapers;
or
b. Settlement of objections raised by creditors has been reached (if any creditors file objections in
writing); or
c. The creditor's claim (if any) is rejected by the court on the basis of a judgment that has acquired
permanent legal force.
Information Disclosure 10
Page 11
Assuming the Company does not receive any objections from creditors or other parties related to the Quasi-
Reorganization Plan, then after the reduction in the Company's capital as referred to above becomes effective, namely
on the date of obtaining approval from the Minister of Law and Human Rights for the amendment of the Company's
Articles of Association as mentioned above, the capital reduction amounted to Rp18,951,518,430,156 (Eighteen
Trillion Nine Hundred Fifty One Billion Five Hundred Eighteen Million Four Hundred Thirty Thousand
One Hundred Fifty Six Rupiah) is used to eliminate the remaining deficit balance of the Company after elimination
by using the items in Numbers D.1 to Number D.5 above.
The following is a summary of how to calculate and the stages of eliminating deficit balances in the framework of the Quasi-
Reorganization Plan:
Amount of Equity
Information Issued and paid- Additional paid-up Other equity
Deficit attributable to
(in full Rupiah) up capital capital components
parent entity
Balance December 31, 2023
(before quasi- 23,675,987,650,100 (2,504,321,471,088) 538,535,844,054 (19,532,286,378,487) 2,177,915,644,579
reorganization)
1, Elimination of deficit
balances with paid-in capital - (61,727,870,922) - 61,727,870,922 -
in excess of par value
Remaining deficit
23,675,987,650,100 (2,566,049,342,010) 538,535,844,054 (19,470,558,507,565) 2,177,915,644,579
balance
2, Elimination of deficit
balances with capital
- - - - -
differences from treasury
stock transactions
Remaining deficit
23,675,987,650,100 (2,566,049,342,010) 538,535,844,054 (19,470,558,507,565) 2,177,915,644,579
balance
3, Elimination of the
remaining deficit balance
with exchange rate - - - - -
differences over paid-up
capital
Remaining deficit
23,675,987,650,100 (2,566,049,342,010) 538,535,844,054 (19,470,558,507,565) 2,177,915,644,579
balance
4, Elimination of remaining
deficit balance with
- - (519,040,077,409) 519,040,077,409 -
transaction difference with
non-controlling parties
Remaining deficit
23,675,987,650,100 (2,566,049,342,010) 19,495,766,645 (18,951,518,430,156) 2,177,915,644,579
balance
5, Elimination of the
remaining deficit balance
with the difference in - - - - -
transaction with entities
under common control
Remaining deficit
23,675,987,650,100 (2,566,049,342,010) 19,495,766,645 (18,951,518,430,156) 2,177,915,644,579
balance
6a, Decrease in share
(19,072,122,427,329) 19,072,122,427,329 - - -
capital
6b, Elimination of deficit
balance with a decrease in - (18,951,518,430,156) - 18,951,518,430,156 -
share capital
Balance December 31,
2023 (after quasi- 4,603,865,222,771 (2,445,445,344,837) 19,495,766,645 - 2,177,915,644,579
reorganization)
E. Overview of Important Financial Data
The summary of the annual consolidated statements of financial position and audited annual statement of comprehensive
income for the periods December 31, 2023, December 31, 2022 and December 31, 2021 are as follows:
PT BAKRIE & BROTHERS Tbk and SUBSIDIARIES
Consolidated Statement of Financial Position
As of 31 December 2023, 2022 dan 2021
(in full Rupiah)
31 December 2023 31 December 2022 31 December 2021
ASSETS
Current assets 3,943,916,159,643 14,295,823,818,590 11,966,314,706,730
Non-current assets 3,157,688,829,834 3,167,005,835,208 3,252,391,221,376
TOTAL ASSETS 7,101,604,989,477 17,462,829,653,798 15,218,705,928,106
LIABILITIES AND EQUITY
Current liabilities 3,956,594,153,004 15,334,777,492,630 13,328,915,602,229
Non-current liabilities 484,347,978,644 601,803,487,660 594,948,958,480
TOTAL LIABILITIES 4,440,942,131,648 15,936,580,980,290 13,923,864,560,709
Information Disclosure 11
Page 12
PT BAKRIE & BROTHERS Tbk and SUBSIDIARIES
Consolidated Statement of Financial Position
As of 31 December 2023, 2022 dan 2021
(in full Rupiah)
EQUITY
Share capital 23,675,987,650,100 14,845,717,342,790 14,383,907,884,977
Additional paid-in capital
- Paid-in capital in excess of par 61,727,870,922 61,727,870,922 61,727,870,922
value
- Paid-in capital from tax amnesty 1,164,535,326,641 1,164,535,326,641 1,164,535,326,641
- Difference in transaction with (3,730,584,668,651) (3,730,584,668,651) (3,730,584,668,651)
entities under common control
Mandatory convertible bonds - 8,830,270,307,310 9,292,079,781,230
Other equity components
- Exchange difference due to
11,954,949,627 10,534,760,385 108,201,478,771
financial statement translation
- Difference between transactions
519,040,077,409 - -
with non-controlling parties
- Unrealized gain (loss) from short-
2,598,809,535 2,985,426,666 2,200,187,080
term investment
- Remeasurement on defined
4,942,007,483 17,100,631,075 18,420,089,730
benefit pension plans
Deficit (19,532,286,378,487) (19,769,754,646,780) (20,035,888,512,863)
Amount of Equity attributable to
2,177,915,644,579 1,432,532,350,358 1,264,599,437,837
parent entity
Non-controlling interest 482,747,213,250 93,715,323,150 30,241,929,559
TOTAL EQUITY 2,660,662,857,829 1,526,247,673,508 1,294,841,367,397
TOTAL LIABILITIES AND EQUITY 7,101,604,989,477 17,462,829,653,798 15,218,705,928,106
PT BAKRIE & BROTHERS Tbk and SUBSIDIARIES
Consolidated Income Statement and Other Comprehensive Income
For the year ended 31 December 2023, 2022 dan 2021
(in full Rupiah)
31 December 2023 31 December 2022 31 December 2021
REVENUES 3,759,484,138,697 3,626,695,278,180 2,393,479,293,176
COST OF REVENUES 2,876,106,709,794 2,910,528,190,372 1,971,881,758,062
GROSS PROFIT 883,377,428,903 716,167,087,808 421,597,535,114
OPERATING EXPENSES 535,062,993,415 484,247,892,082 400,899,522,454
OPERATING INCOME 348,314,435,488 231,919,195,726 20,698,012,660
OTHER INCOME (CHARGES) (30,346,553,380) 121,797,436,561 95,210,700,415
PROFIT BEFORE INCOME TAX 317,967,882,108 353,716,632,287 115,908,713,075
BENEFIT (EXPENSE)
INCOME TAX BENEFIT (EXPENSE) – (53,509,884,827) (47,559,223,421) (29,122,351,768)
NET
NET PROFIT 264,457,997,281 306,157,408,866 86,786,361,307
Net profit attributable to
Owners of parent 237,468,268,293 266,134,849,973 63,677,504,259
Non-controlling interest 26,989,728,988 40,022,558,893 23,108,857,048
264,457,997,281 306,157,408,866 86,786,361,307
Net comprehensive income
attributable to:
Owners of parent 226,344,216,812 167,933,912,518 119,813,000,000
Non-controlling interest 4,455,988,438 63,474,000,000 30,779,000,000
230,800,205,250 231,407,912,518 150,592,000,000
EARNINGS (LOSS) PER BASIC
7.15 12.56 3.02
SHARE/DILUTED (Full amount)
Information Disclosure 12
Page 13
PT BAKRIE & BROTHERS Tbk and SUBSIDIARIES
Consolidated Statement of Cash Flow
For the year ended 31 December 2023, 2022 dan 2021
(in full Rupiah)
31 December 2023 31 December 2022 31 December 2021
CASH FLOWS FROM OPERATING ACTIVITIES (318,431,000,000) 400,155,984,227 50,131,067,647
CASH FLOWS FROM INVESTING ACTIVITIES (67,105,000,000) (246,840,000,000) (27,491,146,570)
CASH FLOWS FROM FINANCING ACTIVITIES 1,052,720,000,000 (101,869,653,233) 42,697,000,000
NET INCREASE (DECREASE) IN CASH AND
667,184,000,000 51,446,330,994 65,336,921,078
CASH EQUIVALENTS
EFFECT OF EXCHANGE RATE ON CASH AND
1,660,026,489 (9,349,272,303) 6,174,200,891
CASH EQUIVALENT
CASH AND CASH EQUIVALENT AT THE
196,619,984,227 154,522,925,536 83,011,803,567
BEGINNING OF YEAR
CASH AND CASH EQUIVALENT AT THE END OF
865,464,010,716 196,619,984,227 154,522,925,536
YEAR
F. Analysis and Discussion by Management
Analysis and discussion by management of the Company's financial condition and results of operations must be read together
with an overview of important financial data and the Company's Consolidated Financial Statements for the last 10 years as of
December 31, 2013-2023, along with notes to the financial statements.
Financial discussion and analysis based on the Company's Consolidated Financial Statements for the last 10 years as of
December 31, 2013-2023 based on the Company's business activities, operating results, and financial condition which are
influenced by several factors. The Company's financial performance in 2013 was strongly influenced by the situation and
economic conditions of Indonesia, at which time there was a weakening of the Rupiah exchange rate, an increase in Bank
Indonesia's benchmark interest rate and a decline in JCI. These economic and market conditions caused the Company to
record losses through a decrease in investment value, additional derivative contract expenses, an increase in interest
expenses, and foreign exchange losses. The impact of the economy resulted in significant negative losses and profit balances
in 2013 amounting to Rp12.2 trillion attributable to net losses of Rp12.7 trillion. One of the impacts of the JCI decline was
that the Company suffered substantial losses in impairment from marketable securities on shares of issuers of the Bakrie
business group during the period 2011-2013 which reached Rp6.6 trillion which contributed to the deficit balance of Rp12.7
trillion as of December 31, 2013. The effects of losses due to these things continue during the period 2013 – 2020.
In addition to economic conditions, the Company also experienced a significant increase in debt value due to additional
derivative contract expenses which until the end of 2013 amounted to Rp2.7 trillion, which also contributed to the deficit
balance of Rp12.7 trillion as of December 31, 2013.
Furthermore, in the period 2014-2018 losses due to additional derivative contract expenses increased by Rp2.46 trillion.
Therefore, the Company took steps by making short-term investments for the settlement of derivative obligations. At the end
of 2023, the Company has completed its derivative contract obligations by divesting its short-term investment assets.
In the 2014-2023 period, losses due to investment impairment increased by Rp4.5 trillion so that by the end of 2023
cumulatively to Rp11.1 trillion. As an effort to mitigate this risk, the Company took steps in the form of reducing ownership
of the stock investment and striving for the growth of the Company's existing business engaged in manufacturing and
infrastructure.
The Company experienced significant foreign exchange losses in the period 2011-2013 with a cumulative value of Rp1.2
trillion, this was due to the Company having a number of loans from creditors denominated in US Dollars. Such loans are
vulnerable to fluctuations in currency exchange rates. At the end of 2013 the Company had a significant accumulation of
interest expenses amounting to Rp3.89 trillion. Therefore, the Company took steps in the form of debt restructuring into
Mandatory Convertible Bonds through PMTHMETD. With this step, the Company was relatively able to control the volatility of
exchange differences and with debt restructurization, the Company was able to manage the rate of interest expense increase
of Rp2.9 trillion.
The COVID-19 pandemic in 2020 which resulted in a contraction in economic growth of -2.07% caused the Company to record
a net loss of IDR 1.05 trillion. In that year, the negative profit balance reached its lowest point of Rp20.1 trillion. Entering the
period 2021 to 2023, the Company managed to record a net profit for 3 consecutive years, namely IDR 63.6 billion in 2021,
IDR 266 billion in 2022, and IDR 237 billion with a cumulative net profit of IDR 567.2 billion. This positive achievement is
supported by several market outlook factors as follows:
1. Development of Steel Industry
The development of the steel industry has experienced significant development along with the adoption of advanced
production technologies, stable demand from key sectors such as construction and automotive, as well as continuous product
innovation. The continuous consolidation process, focus on environmental sustainability, and the influence of government
Information Disclosure 13
Page 14
policies are also important factors in determining the direction of development of this industry. In the context of globalization,
the steel industry continues to adapt to the challenges of global competition and market fluctuations, while remaining
committed to improving efficiency, innovation, and sustainability to maintain its position as a major player in the global
economy.
The development of the steel industry can have a significant impact on the Company's current operating results and cash
flow because most of the company's revenue is contributed by the contribution of steel industry sales revenue from PT Bakrie
Pipe Industries in steel pipes, PT Bakrie Metal Industries and PT Bakrie Construction in steel fabrication and PT Bakrie
Autoparts in automotive spare parts.
2. Sustainable Industrial Development
Sustainable industrial development has become a major focus in facing today's global environmental and social challenges.
Industries from various sectors have begun to adopt sustainability principles in production processes, resource management,
and interaction with the environment. This is reflected in the increased use of renewable energy, reduction of waste and
emissions, and increased efficiency in the use of natural resources. Factors driving the sustainable development of the industry
include the need to meet the demands of an increasingly environmentally conscious market, regulatory pressure from
governments, as well as corporate awareness of social and environmental responsibility. By continuing to implement these
sustainable practices, industries are expected to create more inclusive and environmentally friendly economic growth for the
community. And with the adoption of increasingly advanced technologies and a commitment to investing in innovation and
the development of more sustainable solutions, this is expected to continue to evolve as a key driver of sustainable global
economic growth.
This sustainable industrial development can have a significant impact on the Company's operating results and cash flow
because the Company's focus in the future is shifting business to sustainable industries, namely green industries through the
development of electric vehicles, the development of renewable and renewable energy development, the development of
fast-build industries (3D Construction Printing and Prefab Housing), and the Internet of Things industry.
3. Changes in Government Policies and Regulations
Changes in government policies and regulations have a profound influence on the Company's financial condition and
performance. This is because the Company's industry is in full contact with government policies, including traffic regulations
and motor vehicle permit regulations. The change in policy from the government, especially related to transportation and the
KBLBB industry, which is the main focus of the Company, can affect the Company's performance and strategy in manufacturing
KBLBB that can meet the standards of government regulations.
Thus, in order to reduce the deficit profit balance, in the period 2013 to 2023 the Company has made efforts to recover
through the following steps:
1. Take corporate action to eliminate the existing deficit.
2. Complete the debt restructuring program through the conversion of debt into shares.
3. Capital increase through the issuance of new shares both through public offerings and private placements.
4. Establish cooperation with strategic partners through joint ventures or joint operations in the development of
existing and new businesses.
5. Developing business fields that are more focused on green industries through the development of power plant
infrastructure with new and renewable energy, the development of electric vehicles and their supporting
facilities as well as fast-build technology (3DCP and prefab housing).
For these five loss mitigation measures and positive performance during 2021-2023, the Company cumulatively posted a
deficit profit balance of IDR 19.5 trillion in 2023, but accompanied by an improvement in the Company's debt to equity ratio.
In addition, the Company's improved prospects in the future will maintain the Company's retained earnings balance position
remains positive so that the Company has the ability, while still relying on shareholder approval and guided by applicable
regulations, to be able to distribute dividends to its shareholders. In order to enable the Company to distribute dividends, the
Company needs to improve the Company's profit balance by restructuring the capital through a Quasi-Reorganization Plan,
namely by eliminating the accumulated loss (deficit) of retained earnings in accordance with the provisions of Regulation
IX.L.1.
In addition, if the Quasi Reorganization is not carried out now, it will be difficult for the Company to distribute dividends in
the near future, even though from the financial side the Company has good financial prospects.
G. Information on the Company's Business Activity Plan to Improve Future Financial Performance
Business Prospect
In addition to the strategic plans to be carried out by the Company, the business prospects of the Company's strategies are
expected to be supported by the global economic recovery and in particular by the improvement of the investment climate in
Indonesia as follows:
1. Increased demand for primary energy resources resulting in increased prices of energy commodities such as
oil, gas, and coal;
2. There is demand for new and renewable energy resources and their supporting sectors;
3. The prospect of infrastructure sector in Indonesia is promising where the Government of Indonesia prioritizes
the development of infrastructure facilities, which directly increases infrastructure projects offered to private
parties, including to subsidiaries of the Company;
Information Disclosure 14
Page 15
4. The low-interest macroeconomic climate is also expected to support retail and corporate consumption and
demand for capital goods, including in the real estate, property and construction sectors. In addition, low-
interest macroeconomic conditions support more efficient financial financing for the Company;
5. Access to global capital markets that directly enable the Company to obtain more competitive funding sources;
and
6. The increase in agribusiness commodity prices such as rubber and Crude Palm Oil is in line with the increase in
consumption and purchasing power of the global market.
Business Strategy
The Company started its business since 1942 as a trader of Indonesian produce and then expanded into the manufacturing
sector in 1959 with the establishment of PT Bakrie Pipe Industries (BPI) which produces steel pipes. The Company then
expanded its business into steel structure construction, metalworking, and other infrastructure projects in the period 1970s
to late 1980s. During the same period, the Company through its subsidiaries began to produce building materials and PT
Bakrie Autoparts, which produces automotive components, was also established. The Company solidifies its contribution to
Indonesia's sustainable development. VKTR was established to visibly support the Government of Indonesia's commitment to
achieve Net Zero Emission (NZE) by 2060. VKTR was originally engaged in the distribution of commercial vehicle parts and
heavy equipment components, in 2022 VKTR expanded its business in the field of electric vehicle distribution and acquired
PT Bakrie Autoparts which has long experience in manufacturing the automotive segment.
The Company's business units engaged in manufacturing have become one of the key players in the industries they work on,
but the Company continuously plans to improve the business lines of all subsidiaries by continuing to increase the application
and mastery of the latest technology and additional investment in adequate resources to run the business towards a
sustainable business with the Company's involvement in various Government projects as well as private sector, especially
projects related to infrastructure development and strengthening
Therefore, Management believes that the Company is able to maintain the smooth status of business because in line with the
Quasi-Reorganization Plan, the Company adopts the following strategies:
1. Continuing to focus on strengthening business fundamentals that support the continuity of the Company's
business, namely businesses in manufacturing and infrastructure-related. The Company continues efforts to
strengthen business fundamentals by strengthening the operations of each business unit so as to maintain its
competitiveness in the market. The Company also opens opportunities to partner strategically in running its
business. For the next 3 years, the Company targets a CAGR of 16.6%, with consolidated revenue of 40.8% from
the steel pipe sector, 5.6% from the steel fabrication sector, 4.1% from the infrastructure sector and
infrastructure support.
2. Developing a new technology-based business portfolio and focusing on Environment, Social and Governance
which has the potential to become the Company's new source of revenue in the future. The Company has
developed a business portfolio engaged in New and Renewable Energy Power plants, electric vehicles along with
automotive components, and fast build technology (3D Construction Printing and Prefab Housing ). The Company
projects that revenue from this sector will continue to grow and contribute up to 44% of the Company's total
revenue in 2026.
3. Actively manage and mitigate business and investment risks by implementing internal risk management that
becomes an integrated part of business processes.
The above strategies will not only improve the Company's performance but will also minimize the potential for opportunity
loss in the era of very rapid technological development.
Based on the above Indonesian economic conditions, the management believes that the performance of the Company and
subsidiaries will improve in the future.
Information Disclosure 15
Page 16
H. The Positive Impact of Quasi-Reorganization
The positive impact of the implementation of the Quasi-Reorganization Plan on the Company's equity position is that the
Company can make a fresh start by showing a better financial position without being burdened by deficits.
The consolidated pro forma quasi-reorganization financial position statement dated December 31, 2023 before and after the
Quasi-Reorganization Plan reviewed by KAP Y. Santosa and Partners, based on accounting standards set by the Indonesian
Institute of Public Accountants through its report No. NA24/P.JNR/03.28.01 is as follows:
31 December 2023 (in full Rupiah)
Before Quasi- After Quasi-
Description
Reorganization Reorganization
(Audited) (Proforma)
Assets
Current Assets
Cash and cash equivalents 865,464,010,716 865,464,010,716
Short-term investments
- Third parties 589,270,895,741 589,270,895,741
- Related parties 11,453,371,237 11,453,371,237
Trade receivables - net
- Third parties 775,390,805,242 775,390,805,241
- Related parties 32,341,335,992 32,341,335,993
Other receivables - net
- Third parties 217,512,810,473 217,512,810,474
- Related party 20,000,000,000 20,000,000,000
Inventories 1,013,993,934,151 1,013,993,934,151
Advances 298,206,666,323 298,206,666,322
Prepaid expenses 3,621,645,188 3,621,645,188
Prepaid taxes 110,774,260,433 110,774,260,433
Restricted cash in banks 5,886,424,147 5,886,424,147
Total Current Assets 3,943,916,159,643 3,943,916,159,643
NON-CURRENT ASSETS
Due from related parties - net 30,762,657,092 30,762,657,092
Investment in associate 10,000,000,000 10,000,000,000
Other long-term investments 992,708,591,192 992,708,591,192
Fixed assets 1,736,237,151,554 1,736,237,151,554
Deferred tax assets - net 72,933,980,474 72,933,980,474
Project development costs 61,939,907,527 61,939,907,527
Other non-current assets 253,106,541,995 253,106,541,995
Total Non-Current Assets 3,157,688,829,834 3,157,688,829,834
TOTAL ASSETS 7,101,604,989,477 7,101,604,989,477
LIABILITIES AND EQUITY
Current Liabilities
Short-term loans
- Third parties 1,158,705,547,174 1,158,705,547,174
- Related party 120,000,000,000 120,000,000,000
Trade payables
- Third parties 643,147,869,778 643,147,869,778
- Related parties 22,891,697,155 22,891,697,155
Other payables
- Third parties 103,071,789,984 103,071,789,984
- Related parties 24,413,920,380 24,413,920,380
Accrued expenses 598,283,544,111 598,283,544,111
Customer deposits 295,629,970,702 295,629,970,702
Taxes payable 116,869,093,439 116,869,093,439
Current maturities of long-term liabilities:
- Long-term loans 865,965,189,892 865,965,189,892
- Lease liabilities 7,615,530,389 7,615,530,389
Total Current Liabilities 3,956,594,153,004 3,956,594,153,004
Non-Current Liabilities
Deferred tax liabilities - net 125,053,859,501 125,053,859,501
Post-employment benefits 235,255,319,389 235,255,319,389
Due to related parties 91,701,384,179 91,701,384,179
Long-term liabilities - net of current maturities:
- Long-term loans 21,497,167,607 21,497,167,607
- Lease liabilities 10,840,247,968 10,840,247,968
Total Non-Current Liabilities 484,347,978,644 484,347,978,644
TOTAL LIABILITIES 4,440,942,131,648 4,440,942,131,648
Information Disclosure 16
Page 17
31 December 2023 (in full Rupiah)
Before Quasi- After Quasi-
Description
Reorganization Reorganization
(Audited) (Proforma)
EQUITY
Share capital 23,675,987,650,100 4,603,865,222,771
Additional paid-in capital
- Paid-in capital in excess of par value 61,727,870,922 120,603,997,173
- Paid-in capital from tax amnesty 1,164,535,326,641 1,164,535,326,641
- Difference in transaction with entities under common (3,730,584,668,651) (3,730,584,668,651)
control
Other equity components
- Exchange difference due to financial statement 11,954,949,627 11,954,949,627
translation
- Difference between transactions with non-controlling 519,040,077,409 -
parties
- Unrealized gain (loss) from short-term investment 2,598,809,535 2,598,809,535
- Remeasurement on defined benefit pension plans 4,942,007,483 4,942,007,483
Deficit (19,532,286,378,487) -
Amount of Equity attributable to parent entity 2,177,915,644,579 2,177,915,644,579
Non-controlling interest 482,747,213,250 482,747,213,250
TOTAL EQUITY 2,660,662,857,829 2,660,662,857,829
TOTAL LIABILITIES AND EQUITY 7,101,604,989,477 7,101,604,989,477
I. Accountant's Report Related to Engagement on Consolidated Financial Information Proforma Summary After
Implementation of Quasi-Reorganization Plan
KAP Y, Santosa and Partners in their report No, NA24/P,JNR/03,28,01 dated April 5, 2024 regarding the Independent
Accountant's Report on the Proforma Consolidated Financial Position Statement of the Company and Subsidiaries dated
December 31, 2023 after the implementation of the Quasi-Reorganization Plan states that there is no cause for the Accountant
to believe, in all material respects, that management's assumptions do not provide a reasonable basis for presenting a
significant direct impact as a result The Quasi-Reorganization Plan, as described in Note 5 to the unaudited Quasi-
Reorganization Proforma Consolidated Financial Information, the related pro forma adjustments do not reflect the due effect
of such assumptions, and the proforma columns do not reflect the proper applicability of such adjustments to the historical
consolidated statements of financial position figures in the unaudited Quasi-Reorganization Consolidated Statement of
Consolidated Financial Position dated December 31 2023,
J. Accountant's Opinion on the Suitability of Implementing the Procedure for the Implementation of the Quasi-
Reorganization Plan
KAP Y, Santosa and Partners in their report No, NA24/P,HO/03,28,02 dated April 5, 2024 regarding the Report of the
Independent Accountant regarding the suitability of the application of procedures and provisions in the implementation of the
Quasi-Reorganization Plan of the Company and Subsidiaries dated December 31, 2023 stated that there were no matters of
concern to the Accountant, in all material respects, that indicated the Company's non-compliance that the application of quasi-
reorganization procedures and provisions of the Company and Entity The child as of December 31, 2023, does not meet the
procedures and conditions as required in Regulation IX,L,1,
Information Disclosure 17
Page 18
4. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
In connection with the Quasi-Reorganization Plan as described in this Information Disclosure, the Company intends to seek approval
from the Company's EGMS to be held on Friday, June 21, 2024 by taking into account the provisions stipulated in the Company's
Articles of Association,
For information, important dates that need to be considered in relation to the holding of the Company's EGMS are as stated in the
following schedule table:
EVENTS DATES
Notification to the Financial Services Authority regarding the agenda of the EGMS 6 May 2024
Announcement of EGMS and Announcement of information disclosure to shareholders 15 May 2024
Recording Date 29 May 2024
Invitation of EGMS 30 May 2024
EGMS 21 June 2024
Capital Reduction Announcement through National Newspaper 22 June 2024
The last date of submission of objections by creditors to the Company 21 August 2024
Estimated date of obtaining approval from the Minister of Law and Human Rights (assuming no
22 August 2024
creditors file objections to the Company)
Estimated date of quasi-reorganization (carried out after obtaining approval from the Minister of
22 August 2024
Law and Human Rights)
5. RECOMMENDATION OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY
The Board of Directors and Board of Commissioners of the Company recommend to all shareholders to approve the Quasi-
Reorganization Plan as mentioned in this Information Disclosure, In providing such recommendations to shareholders, the Board of
Directors and Board of Commissioners of the Company have reviewed the benefits of the Quasi-Reorganization Plan, and therefore
believe that the implementation of the Quasi-Reorganization Plan is the best choice for the Company and all shareholders,
Information Disclosure 18
Page 19
6. ADDITIONAL INFORMATION
Shareholders who wish to obtain other information regarding the Quasi-Reorganization Plan may contact the Company during business
hours (08.00 to 16.00 Western Indonesia Time) on business days at the Company's office at the following address:
Rasuna Epicentrum Complex
Bakrie Tower, 35th – 37th Floor
Jl, HR, Rasuna Said
South Jakarta 12940, Indonesia
Phone: +62(21)2991 2222
Email: corsec,bnbr@bakrie,co,id
Website: www,bakrie-brothers,com
Jakarta, 15th May 2024
Sincerely,
Board of Directors of the Company
Information Disclosure 19
Names mentioned 34 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT BAKRIE
p.1 ×7
unresolved
org
BROTHERS TBK
p.1 ×7
unresolved
org
Bapepam-LK
p.1 ×8
unresolved
org
PT Bursa Efek Indonesia BIIN
p.3
unresolved
org
PT Bakrie Indo Infrastructure Securities Administration Bureau
p.3
unresolved
org
PT Electronic Data Interchange Indonesia BMI
p.3
unresolved
org
PT Bakrie Metal Industries BNRI
p.3
unresolved
org
PT Electronic Data Interchange Indonesia
p.3 ×4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3 ×3
unresolved
org
Minister of Law and Human Rights
p.3 ×6
unresolved
org
Teknologi Mobilitas Tbk.
p.3
unresolved
org
Bank Indonesia
p.4 ×2
unresolved
org
Bank Indonesia's
p.4 ×2
unresolved
person
Sie Khwan Djioe
· Notaris
p.5
unresolved
org
Minister of Justice
p.5
unresolved
org
District Court
p.5
unresolved
person
Humberg Lie
· Notaris
p.5 ×3
unresolved
org
Minister of Law
p.5
unresolved
org
FOUNTAIN CITY INVESTMENT LTD
p.5 ×2
unresolved
org
PT Bakrie Pipe Industries
p.14 ×2
unresolved
org
PT Bakrie Construction
p.14
unresolved
org
PT Bakrie Autoparts
p.14 ×3
unresolved
org
Financial Services Authority
p.18
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