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20240408_ADRO_Laporan Informasi dan Fakta Material_31625948_lamp2.pdf
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INFORMATION DISCLOSURE ON THE PLAN FOR SHARE BUYBACK OF
PT ADARO ENERGY INDONESIA TBK (“The Company”)
This Information Disclosure on the plan for share buyback of the Company (hereinafter referred to as
“Information Disclosure”) is made to present the explanation to the Company’s shareholders on the Company’s
plan to buy back its shares which have been issued and listed on the Indonesia Stock Exchange (“IDX”) by
referring to the Financial Services Authority (FSA) regulation number 29 of 2023 on the Buy-back of Shares Issued
by Public Companies (“POJK No. 29/2023”), FSA regulation number 15/POJK.04/2020 of 2020 on the Plan and
Implementation of General Shareholders’ Meeting of Public Companies (“POJK 15/2020”) and Law number 40
of 2007 on Limited Liability Companies as amended by Law number 6 of 2023 on the Stipulation of Government
Regulation in Lieu of Law of the Republic of Indonesia number 2 of 2022 on Job Creation (“UUPT”) (“Share
Buyback”).
the Company intends to execute Share Buyback on its shares for a maximum amount of Rp4,000,000,000,000
(four trillion rupiah). The Company will execute the share buyback within a period of no more than 12 (twelve)
months as of the approval date of the Annual General Meeting of Shareholders (“AGMS”) and will conduct the
transactions through IDX.
PT Adaro Energy Indonesia Tbk
Business activities:
Operating head office activities and management consultation (for the businesses of subsidiaries operating in mining, excavat ion,
mining support services, large-scale trading, logistics, warehousing, and logistics support activities, cargo handling (stevedoring),
sea port service activities, plant agriculture, construction, engine repair and installation, power provision, water treatmen t,
forestry and industry)
Head office:
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5, Kav. 1‐2,Jakarta 12950, Indonesia
Email: corsec@adaro.com
Website: www.adaro.com
This Information Disclosure is issued in Jakarta on April 8, 2024.
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I. INTRODUCTION
This Information Disclosure is made by the Company with regard to its intention to execute Share
Buyback on its shares for a maximum amount of Rp4,000,000,000,000 (four trillion rupiah). The share
buyback will be executed in accordance with the provisions of POJK 29/2023 in conjunction with article
37 point (1) of UUPT, in which the number of shares to be repurchased shall neither exceed 10% (ten
percent) of the Company’s issued capital nor result in the Company’s net worth becoming lower than
the issued capital plus statutory reserve that has been set aside.
Pursuant to POJK 29/2023, the Share Buyback will be executed progressively within a period of 12
(twelve) months as of the approval date of the Company’s AGMS.
This Information Disclosure is made by the Company to fulfil the laws and regulations applicable in the
capital market and to implement the transparency principle of a public company.
II. ESTIMATED SCHEDULE FOR SHARE BUYBACK EXECUTION
The AGMS will be held on May 15, 2024, and in the event that the agenda on the Company’s Share
Buyback is approved in the AGMS, the Share Buyback will be executed as of May 16, 2024. The following
are the key dates associated with the Share Buyback by the Company:
1 Annual General Meeting of Shareholders (“AGMS”) April 8, 2024
announcement to the Company’s shareholders on the
websites of IDX, eASY.KSEI, and the Company at
www.adaro.com
2 Information Disclosure announcement on the Company’s plan April 8, 2024
on Share Buyback on the websites of IDX, eASY.KSEI, and the
Company at www.adaro.com
3 AGMS invitation to the Company’s shareholders on the April 23, 2024
websites of IDX, eASY.KSEI, and the Company at
www.adaro.com
4 AGMS to approve the Company’s Share Buyback plan May 15, 2024
5 Period of the Company’s Share Buyback 12 months from May 16, 2024
6 Announcement of AGMS Minutes Summary May 17, 2024
In the event that the fund allocated to the Company’s Share Buyback has been entirely used and/or the
maximum number of shares to be repurchased has been reached, the Company will release an
information disclosure regarding the termination of the Share Buyback execution.
In 2021, the Company executed share buyback in significantly fluctuating market conditions in
accordance with POJK 2/POJK.04/2013 on Share Buybacks of Issuers or Public Companies under
Significantly Fluctuating Market Conditions (“POJK 2/2013”). The share buyback was executed with 4
(four) extensions; the last extension was in the period from September 16, 2022 to December 16, 2022.
Within those share buyback periods, the Company bought back 1,000,000,000 (one billion) shares or
3.13% (three point one three percent) of the Company’s total issued and fully paid-up capital.
In 2023, the Company executed another course of share buyback in significantly fluctuating market
conditions in accordance with POJK 2/2013 from February 15, 2023 to May 15, 2023, however, the
Company terminated the share buyback as declared in the information disclosure released on May 11,
2023. In this share buyback period, the Company bought back 68,247,100 (sixty-eight million two
hundred forty-seven thousand and one hundred) shares or 0.21% (zero point two one percent) of the
Company’s total issued and fully paid-up capital.
On May 11, 2023, the Company was granted the shareholders’ approval to buyback its shares based on
POJK 30/2017. In this period, until March 31, 2024, the Company had bought back 159,048,200 (one
hundred fifty-nine million forty-eight thousand and two hundred) shares or 0.50% (zero point five
percent) of the Company’s total issued and fully paid-up capital.
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Therefore, the total number of shares bought back up to March 31, 2024 is 1,227,296,100 (one billion
two hundred twenty-seven million two hundred ninety-six thousand and one hundred) shares or 3.84%
(three point eight four percent) of the Company’s total issued and fully paid-up capital.
The implementation period of this share buyback based on POJK 29/2023 shall not intersect with the
period of the share buyback in accordance with POJK 30/2017, which is currently being implemented
by the Company. Therefore, the Company will present an information disclosure on the termination of
the share buyback based on POJK 30/2017 prior to the implementation of the Company’s AGMS.
III. EXPLANATION ON THE CONSIDERATION AND RATIONALE FOR SHARE BUYBACK
The Company’s considerations for conducting Share Buyback are as follows:
• The Company has the opportunity and flexibility to conduct share buybacks at any time based on
the market condition, within 12 (twelve) months upon obtaining the AGMS approval on such Share
Buyback plan.
• The Share Buyback plan is expected to increase the liquidity of the Company’s share trading; hence
the Company’s share price is expected to indicate the Company’s fundamental value.
• The Company expects that the execution the Share Buyback will provide good returns to the
shareholders and strengthen the investors’ confidence so that the Company’s share price can
represent the Company’s actual fundamental condition.
IV. EXPECTATION ON THE DECREASE OF THE COMPANY’S INCOME AS A RESULT OF THE COMPANY’S
SHARE BUYBACK AND THE IMPACT ON THE COMPANY’S FINANCING COSTS
The Company believes that the share buyback will not generate any adverse impact on its performance
and income because the currently available profit and cash flows are sufficient to fulfill the required
fund for executing the Company’s share buyback.
V. PRO FORMA OF THE COMPANY’S EARNINGS PER SHARE AFTER THE EXECUTION OF THE PLAN FOR
SHARE BUYBACK CONSIDERING INCOME REDUCTION
Under the assumption that the fund used for the Company’s Share Buyback amounts to
Rp4,000,000,000,000 (four trillion rupiah), which includes the transaction cost but excludes the
commission fee for securities brokers and other fees incurring from the share buyback, the following is
the Company’s earnings per share (EPS) pro forma after the execution of the Share Buyback:
(in thousand of United States dollars)
For the Period Ending on December 31, 2023
Remarks Before Share Buyback Impact After Share Buyback
Total assets 10,472,711 (252,000) 10,220,711
Profit for the period 1,854,878 - 1,854,878
Equity 7,408,750 (252,000) 7,156,750
Basic EPS 0.05309 0.05608
Notes:
• The Company’s share buyback for a maximum amount of Rp4,000,000,000,000 (four trillion rupiah)
• Exchange rate used is JISDOR as at March 28, 2024 or USD1= Rp15,873
• Securities brokerage commission fees are not included in the projection due to immateriality
VI. LIMIT IMPOSITION TO SHARE PRICES FOR THE PLAN OF SHARE BUYBACK
The Company’s Share Buyback will be executed through IDX for share buyback offering prices lower
than or equal to the price of the previously made transactions in accordance with the applicable
regulations.
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VII. METHOD FOR SHARE BUYBACK
1. The Company’s share buyback will be executed through transactions in the regular market of IDX.
The Company has appointed 1 (one) securities firm to execute its share buyback.
2. Any party who is:
a. a commissioner, director, employee, or major shareholder of the company;
b. an individual who, due to their position or profession or relationship with the company, is
possible to receive insider information; or
c. no longer qualified as the party as specified in point (a) and (b) within a period of not more
than 6 (six) months,
is prohibited from conducting any transaction on the Company’s shares on the day intersecting
with the period of Share Buyback or the period when the shares obtained from the buyback
mechanism are sold back by the Company through the stock exchange.
VIII. MANAGEMENT DISCUSSION AND ANALYSIS ON THE IMPACTS OF THE PLAN FOR THE COMPANY’S
SHARE BUYBACK ON THE COMPANY’S FUTURE BUSINESS ACTIVITIES AND GROWTH
1. With its currently solid financial position and performance, the Company believes that this share
buyback will not generate any adverse impact on its future business activities and growth.
2. In the event that the Company uses up the entire budget for the share buyback to reach the
maximum amount, its assets and equity will decrease maximum by Rp4,000,000,000,000 (four
trillion rupiah).
3. The Company expects that the execution of the share buyback will generate good return for the
shareholders and strengthen the investors’ trust so that the Company’s share price can represent
the Company’s actual fundamental condition.
IX. THE SOURCE OF FUND TO BE USED FOR EXECUTING SHARE BUYBACK
The fund to be used for executing the Share Buyback will be fully covered by the Company’s internal
cash. The use of fund for the Share Buyback will not significantly affect the Company’s financial
capability.
X. THE COMPANY’S PLAN FOR THE SHARES TO BE BOUGHT BACK
The Company will transfer the shares acquired from the Share Buyback by complying with the
provisions of POJK 29/2023.
XI. ADDITIONAL INFORMATION
The shareholders who need further information can contact the Company’s Corporate Secretary during
office hours at the following address:
PT Adaro Energy Indonesia Tbk
Menara Karya, 23rd floor
Jl. H.R. Rasuna Said, Blok X‐5, Kav. 1‐2,
Jakarta 12950, Indonesia
Telephone: (021) 2553 3000 Facsimile: (021) 5794 4709
www.adaro.com
Attn.: Corporate Secretary
Email: corsec@adaro.com
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Indonesia Stock Exchange
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