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20240405_SRTG_Laporan Informasi dan Fakta Material_31625404_lamp3.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS OF
PLAN OF BUYBACK OF ISSUED SHARES
PT SARATOGA INVESTAMA SEDAYA TBK
(“Company”)
This Disclosure of Information is made and addressed to the shareholders of PT Saratoga
Investama Sedaya Tbk in order to comply with the Financial Services Authority (“OJK”)
Regulation No. 29 Year 2023 on the Buyback of Shares Issued by Public Companies dated
29 December 2023 (“OJK Regulation No. 29/2023”).
I. DISCLOSURE OF INFORMATION REGARDING THE COMPANY’S BUYBACK OF
SHARES PLAN
A. Introduction
The Company is planning to implement the buyback of the issued shares of the Company
and listed on the Indonesia Stock Exchange (“IDX”) (“Buyback of Shares”).
The Buyback of Shares of the Company will be conducted with reference to the provisions
as stipulated in Law No. 40 of 2007 on Limited Liability Companies as amended by Law
No. 6 of 2023 on Stipulation of Government Regulations in Lieu of Law No. 2 of 2022 on
Job Creation into Law, OJK Regulation No. 29/2023, and OJK Regulation No.
15/POJK.04/2020 on Plan and Implementation for General Meeting of Shareholders of
Public Companies dated 21 April 2020, including other prevailing provisions.
This Disclosure of Information is made for the interest of the Company’s shareholders in
order to obtain information as well as a clear description of the Buyback of Shares so that
the shareholders can make decisions related to the Buyback of Shares of the Company.
B. Estimation of Schedule, Cost of Buyback of Shares and Total Nominal Value of All
Shares that will be Bought Back
- Estimation of Schedule
The Buyback of Shares will be conducted within the maximum period of 12 (twelve)
months since the Buyback of Shares has been approved by the Extraordinary General
Meeting of Shareholders (“EGMS”) on 16 May 2024.
- Cost of Buyback of Shares
The cost for the implementation of the Buyback of Shares shall be in the maximum of
IDR150,000,000,000 (one hundred fifty billion Rupiah) including the broker fee and
other fees in relation with the Buyback of Shares.
- Estimation of Total Nominal Value of the Buyback of Shares
The total shares that will be bought back is in the maximum of 0.54% (zero-point five
four percent) of the paid-up capital of the Company or in the maximum of 75,000,000
(seventy-five million) shares.
C. Explanation, Consideration and Reason of the Implementation of Buyback of
Shares of the Company
The main reason of the Company in conducting the Buyback of Shares is with regards to
the implementation of the Company’s Long Term Incentive Program to the employees of
the Company. In addition, the Company believes that the Company's current share
market price does not reflect the actual value/performance of the Company, although the
Company has performed well.
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For that reason, the Company seeks a flexibility that allows the Company to have a
mechanism to maintain the stability of the Company’s share market price so it could more
reflect the Company’s value/performance.
The Company plans to keep the shares that have been bought back as treasury shares
for a period of not more than 3 (three) years. With reference to the provisions under OJK
Regulation No. 29/2023, other than for the Company’s Long Term Incentive Program, the
Company may at any time transfer such shares in accordance with Article 21 of OJK
Regulation No. 29/2023 under the following manners:
(i) sold through IDX or outside IDX;
(ii) being withdrawn by way of capital decrease;
(iii) payment/settlement of certain transaction;
(iv) for conversion of securities in equity form issued by the Company;
(v) distribution of shares resulting from the buyback to the shareholders proportionally;
and/or
(vi) other manners with the approval from the Financial Services Authority.
D. Estimation of the Decrease of the Company’s Income as a Result from the
Implementation of Buyback of Shares and Impact upon the Financing Cost of the
Company
The Company estimates that there is no impact on the decrease of the Company’s
income and no impact on the Company’s financing cost due to the implementation of the
Buyback of Shares.
E. Pro Forma of Profit Per Company’s Share Upon the Implementation of Buyback of
Shares by Taking into Account the Decrease of Income
Since there is no impact of decreasing income as a result of the Company’s Buyback of
Shares, there is no change in the Company’s pro forma of profit.
F. Limit of Shares Price for the Buyback of Shares
The Buyback of Shares price will be determined based on the provisions of Article 11 and
Article 12 of OJK Regulation No. 29/2023.
G. Limit of the Buyback of Shares Period
The Buyback of Shares will be conducted within the maximum period of 12 (twelve)
months since the Buyback of Shares has been approved by the EGMS on 16 May 2024.
H. Method Used for the Buyback of Shares
The Buyback of Shares will be conducted through IDX or outside the IDX. The Company
will appoint PT Indo Premier Sekuritas, as the member of IDX, to exercise the Buyback
of Shares through IDX.
I. Management Discussion and Analysis on the Impact of the Buyback of Shares on
the Business Activities and Growth of the Company in the Future
The implementation of the Buyback of Shares will not affect the business activities and
operational of the Company because the Company already has sufficient working capital
to operate the Company’s business activities.
J. The Source of Fund that Will be Used for the Implementation of Buyback of Shares
The source of funds that will be used to carry out the Buyback of Shares will be entirely
internal funds from the Company, and are not funds from a public offering, or funds
originating from loans and/or debt in any form and will not significantly affect the
Company's financial ability to meet its obligations that will mature.
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II. DISCLOSURE OF INFORMATION REGARDING SHARES TRANSFER RESULTING
FROM BUYBACK OF SHARES (IN ACCORDANCE WITH THE ARTICLE 21 LETTER
C JUNCTO ARTICLE 25 LETTER E OJK REGULATION NO. 29/2023)
A. Background of the Buyback of Shares to be Transferred
1. The EGMS approval date on the Buyback : 16 May 2024
of Shares
2. Period for implementing Buyback of : The Buyback of Shares is planned to be
Shares implemented as of the Company has
obtained the approval from the EGMS, i.e.
16 May 2024.
3. Realization of Buyback of Shares : The realization of Buyback of Shares will be
carried out in accordance with the Buyback
of Shares implementation period
4. Source of shares resulting from the : Originating from the Buyback of Shares
buyback to be transferred
5. Deadline for transfer the buyback shares : No later than 3 years since the completion of
Buyback of Shares
6. Number of shares to be transferred : maximum number of shares resulting from
the Buyback of Shares or 75,000,000
(seventy-five million) shares
B. Objectives of Shares Transfer
The Company will transfer shares resulting from the Buyback of Shares to the Company’s
employees for the implementation of Company’s Long Term Incentive Program.
C. Requirements for Employees, Directors, and/or Board of Commissioners as
Eligible Recipients of Shares
The Parties entitled to receive shares are members of the Board of Directors and
employees of the Company as determined by the Board of Directors, taking into account
the applicable provisions and reviewed by the Nomination and Remuneration Committee.
D. Implementation Period Plan (Exercise)
The planned implementation period is from July 1, 2025, to June 30, 2028.
E. Exercise Price or Method of Calculating Shares Exercise Price
The exercise price is in accordance with the Buyback of Shares price.
F. Amount or Scale of Payments by Employees, Directors, and/or Board of
Commissioners of the Company
There is no amount of payments made by employees and/or members of the Board of
Directors.
G. Proforma Capital Structure Before and After the Exercise Period
The capital structure remains unchanged as there is no reduction in the Company's
issued and paid-up capital resulting from the share transfer implementation.
H. Lock-Up Provisions (if Lock-up Provisions Exist)
There is no Lock Up for the shares transferred to the Employee resulting from the
Company’s Long Term Incentive Program.
Jakarta, 5 April 2024
The Board of Directors
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Financial Services Authority
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Indonesia Stock Exchange
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PT Indo Premier Sekuritas
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